Bank of Ireland Group plc (BIRG) Earnings Call Transcript & Summary

Good day, and welcome to the Bank of Ireland EGM call. My name is Julie, and I'm your event manager. [Operator Instructions] I would like to advise all parties, this conference is being recorded for replay purposes. And I'd like to hand over to Sarah. Please go ahead.

Thank you. Good morning, and welcome to the Extraordinary General Meeting of Bank of Ireland Group plc. I will now hand over to our Chairman, Patrick Kennedy, to convene the meeting.

Good morning, everyone, and I hope that those of you joining us today are well at this time as we all continue to combat the COVID-19 pandemic. I do appreciate that these are unusual circumstances. And at this time, ensuring the health and the well-being of the company's employees and shareholders and service providers remains of paramount importance. And as such, in the context of the restrictions announced by the government to reduce the spread of COVID-19, we have arranged to proceed with the EGM under more constrained circumstances than, I appreciate, will be ideal in normal times. In order to facilitate shareholder engagement, without the need for physical attendance, the telephone facility has been made available to allow shareholders to listen live to our proceedings. And I would like to welcome those shareholders listening today and thank them for their understanding and for their support in respect of today's arrangements. Shareholders were also invited to raise questions in writing in advance to the AGM to the group secretary and to submit the necessary proxy forms to ensure their vote was counted as it's not possible to both using the telephone facility. I've been advised that there were no specific questions relating to the business of today's meeting with administers shareholder queries received having been responded to as appropriate. Under Article 51 of the company's constitution, the quorum for the EGM requires the attendance of 10 persons entitled to vote upon the business to be transacted. Additionally, under the migration of participating Securities Act 2019, which is relevant to the business of this meeting, the required quorum of members is at least 3 persons holding or representing by proxy at least 1/3 of the nominal value of the issued shares of the company. I have been advised by the group secretary that the requisite 10 persons are represented at the meeting by proxy and represent at least 1/3 of the nominal value of the company's issued shares. And a quorum is therefore present, and the meeting is duly constituted and can proceed. The EGM has been duly convened to consider and, if thought fit, approve 3 resolutions. These resolutions are necessary post-Brexit to ensure the company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges. These resolutions are also intended to facilitate the migration of the company's participating securities as defined in the Migration of Participating Securities Act 2019 and from the CREST system to the settlement system operated by Euroclear Bank. Each of the resolutions to be put to today's meeting was set out and explained in the notice of meeting, which, together with the explanatory notes, was contained in the circular made available to shareholders and uploaded to the website of the company on 17th of December last. I propose, therefore, that the circular and the notice of the EGM are to be taken as read. For each resolution today, I am declaring a poll. Our registrar, Computershare Investor Services, has already provided the details of the proxies received from shareholders, including those property details, which instruct me, as Chairman, on how to vote on behalf of the relevant shareholders in my capacity as the chair of this meeting. 18 proxies were received in respect of 428 shares, appointing other persons as their proxy. These votes have been collected and will be counted for the purpose of the poll on each resolution. Details of the poll results will be made available on the group's website and released to the stock exchanges after the conclusion of the meeting. While the vote withheld is not a vote for the purpose of today's poll, details of any votes withheld will also be provided. I will now move to the business of the meeting. I formally propose the 3 items of special business as set out in the notice of EGM dated 17th of November 2020. All 3 resolutions proposed today are proposed as special resolutions, which will require a majority of at least 75% of the votes cast to be passed and are put to the meeting as follows. Resolution 1. This resolution seeks to approve the migration of the migrating shares to Euroclear Bank's Central Securities Depository and is proposed as a special resolution. This resolution, in accordance with the requirement in Sections 4, 5 and 8 of the Migration of Participating Securities Act 2019, proposes that the shareholders of the company approve that the company giving its consent the migration of the company's participating securities from the CREST system to the settlement system operated by Euroclear bank. Resolution 2. This resolution relates to the amendment of the Articles of Association of the company and is proposed as a special resolution. And this resolution seeks to authorize the company to approve and adopt the new Articles of Association of the company, which have been available for inspection of the company's offices at Baggot Plaza since the date of the notice of this EGM. A summary of the changes to the Articles of Association is set out in the circular and are in connection with the migration. And Resolution 3. This resolution seeks to authorize and instruct the company to take all actions necessary or desirable to implement the migration of the company's participating securities from the CREST system to the settlement system operated by Euroclear Bank. Again, the full text of these 3 resolutions is set out in the notice of the meeting. Following on from the above, we will now conduct the poll on the proposals before the meeting. Shareholders who have already submitted proxies do not need to take any further action today. As such, I declare the polls for each matter to be voted on at this meeting open. On the basis of the proxy votes received in advance of the meeting, we are now ready to present the preliminary voting results. The voting results show that proposals 1 through 3 have been voted for and the related resolutions have been carried. We now move on to any other business. I have been advised by the group secretary that no other items of business or proposals were properly made by any shareholder of the company. Now that concludes the business of today's meeting. But for a moment, on behalf of the Board, I just want to take this opportunity to thank, most sincerely, all of our colleagues for their dedication and their hard work and their resilience of what has been a uniquely challenging 11 months. And despite the significant additional personal and business pressures that you have faced since last February and March, your commitment to the bank and to our customers has been outstanding, and your Board is very grateful for this. I would also, again, like to thank our shareholders for their cooperation and their understanding regarding the restricted nature of today's meeting. I hope you and your families stay healthy and stay safe. This now completes the business matters of the meeting. Thank you.

Thank you. That concludes your conference call for today. You may now disconnect. Thank you for joining. Have a very good day.