Bank of Ireland Group plc ($BIRG)

Good morning, everyone. I know there's still a few people coming in, so just give them a second. Welcome to the Bank of Ireland's AGM. I'm Sarah McLaughlin, the Group Company Secretary. I'm going to start by introducing our panel today: so our Chairman, Akshaya Bhargava; our group Chief Executive, Myles O'Grady; our Chief Financial Officer, Mark Spain; and our General Counsel, Ann Lalor. The bank's other directors are also with us today: Giles Andrews, Emer Finnan, Michele Greene, Niamh Marshall, Hans van der Noordaa, Steve Pateman and Margaret Sweeney. Thank you. We're also joined by [ O'Connor ] from KPMG, our auditor. So may I please ask you to take note of the nearest exit to you. If you do hear the alarm, please leave the building the nearest exit. Please also check that your mobile phone is switched off or set to silent to avoid disruption to the meeting. We have made this meeting accessible to many shareholders as possible by providing an audiocast, which will allow shareholders to listen live to the proceedings. So on to today's business. We will start with presentations from Akshaya and Myles. This will be followed by an opportunity to raise questions that any shareholders may have on the resolutions that are put before the meeting today. We will then proceed to voting on the resolutions. And when the meeting concludes, light refreshments will be served. So I'll hand it over to Akshaya.

Thank you, Sarah. I want to add my own welcome to all of you for today's Annual General Meeting. Before we move on to today's business, I want to draw your attention to several of our Bank of Ireland colleagues who have joined us at the back of the room today. They are here to assist you for any support you may want with any personal banking matters. Now the purpose of our meeting today is to review the financial performance of the group for the year ended 31st December '25 and to consider the resolution set out in the notice of the meeting. This notice has been available to shareholders in 16th of April. It's also on the bank's website since that date. May I take the notice and the auditor's report as read? Thank you. Under Article 51 of the company's resolution, the quorum for AGM requires the attendance of 2 persons entitled to vote on the business to be transacted, each being a member or a proxy. A quorum is present, and I therefore declare the meeting duly constituted. Today, I want to talk about the bank's performance during '25, which was also the last year of our 3-year strategy. I will talk about this and give you an update on distributions for the year. I want to talk about our thinking for the future, how we see geopolitical scenario, which provides a really important context to the strategy that we have adopted. In our strategy, we have kept in mind both the major uncertainty that we face and the opportunity that is presented to us by the immense technological change that is happening around us. You will remember that at last year, I said that Bank of Ireland plays a very important role in lives of more than 4 million customers. That remains true today. The bank also plays an integral part in the Irish economy as well as in the Irish society. And we take our responsibilities very seriously. It is for this reason that I'm very proud to tell you, our shareholders, of what we have achieved in 2025. Our results reflect the discipline, the commitment and the collective effort of our 11,000 or so colleagues across the group under the leadership of our CEO, Myles O'Grady, and supported by his senior executive team. Under their leadership, we grew the balance sheet, maintained discipline in lending, managed our costs and delivered attractive returns for our shareholders. This included growing the loan book, growing the deposit book and growing our assets under management in our wealth business, successfully concluding the 3-year strategic cycle and delivering tangible benefits for all our shareholders, customers, colleagues and society at large. Myles will tell you more about details on the financial performance, but let me move on to the updated strategy that we announced in March. This strategy will shape our performance to 2028 and beyond. Under this strategy, we will focus on the business we have, making it more efficient where we can and growing it where we can. We recognize that the world economy is very uncertain. Therefore, we will prioritize what is in our control, and this strategy will see us innovate, simplify and strengthen the group to deliver sustained value. Having spoken personally to many shareholders, I know that distributions are a very important part of their investment case for Bank of Ireland. We value their support and we will never take it for granted. During 2025, we paid an interim dividend of EUR 0.25 a share in November. And today, we will ask you to vote on our proposal to pay a final dividend of EUR 0.45 a share, bringing our total dividend for the year to EUR 0.70 per share. This is an 11% increase over the EUR 0.63 we paid in 2024. And this will be the fifth consecutive year in which the group has increased the full year dividend payout, and I'm very glad we have been able to deliver on our guidance of progressive per share dividend. Further, during 2025, the group repurchased 5% of its shares at a cost of EUR 590 million. And in March this year, we announced a buyback of EUR 530 million. 2026 again will be the fifth consecutive year in which the group has repurchased its shares, thereby enhancing value for all of you, our shareholders. At last year AGM, a number of shareholders asked me about the possibility of the group launching a very targeted buyback for shareholders who have very small shareholdings. We committed to progressing this matter, and I'm pleased to say that later today, you will be asked to vote on our odd-lot offer, which is designed to address this matter. I will provide more details in due course in the meeting. Looking to the future. Our progress so far gives us strong foundations, and we have used this to formulate a clear strategy for the years ahead. While remaining very mindful of the global situation, we do see clear evidence of continued resilience for now in both the Irish economy and our customers. This reflects in continued customer demand, and this is good. However, I believe that the long-term impact of tariffs, of the war in the Middle East have not played out fully, and we remain very watchful. As a result, while developing our new strategy out to 2028, the Board and the executive team have factored in both the risks as well as the opportunities and devoted significant time to debating these aspects. Our core strength is that we have a strong product offering in Ireland across many products. This is what gives us an enviable depth in our relationship with our customers. This has become the cornerstone of our new strategy. And when Myles shares the details with you, you will see for yourself that our strategy focuses on what we do today and we are wanting to make it better, we are trying to make it stronger, and we're trying to make it more efficient. In a world of uncertainty, focusing on what you can control does feel like the right approach. This strategy helps us maintain clarity in our long-term goals while retaining some flexibility for near-term change, which, as you will understand, is very important in today's world. A related point that connects very well with our strategy that I wish to highlight is the headlines we have seen about the Irish government's plans to support our Ireland savings and investment landscape by launching a savings and investment program, similar to the ISA program in U.K. or similar to the ISK program in Sweden. We have been following developments here very closely. At the Bank of Ireland, we are very supportive of this initiative of the government. In the U.K., I know that the ISA market is due to close GBP 1 trillion soon. Now ICS is a great initiative for wealth creation in Ireland, not only at an individual level but also collectively at a national level. Another reason this is close to our heart is because our wealth end insurance business is go to our strategy. It is underpinned by our subsidiaries, New Ireland, which we have owned for the last 30 years; and Davy, which we acquired in 2022. I believe that this combination of capabilities is unique and it is a potent formula that will help all our customers grow their wealth regardless of their starting point. We look forward to supporting this government initiative by aligning our own plans to innovate within our wealth and insurance division. It will be a key part of our vision to offer unrivaled financial choice now and for generations to come. Having said all that, no conversation on strategy, in my view, is complete without some mention of technology, especially artificial intelligence. As some of you may know, I'm personally a keen observer and follower of developments in this area and, more importantly, thinking about the implications for the bank. Many banks are using AI to make internal processes more efficient, as they should and as we will do. Some others are using AI to enhance customer service, again, as they should and, again, as we will. These are important steps, but in my view, these are necessary but not sufficient actions. I believe that simple efficiency and productivity is too narrow a lens through which to consider the very far-reaching implications that this technology creates to come up with new products, to help customers in different ways, to reimagine the role of banking in an emerging ecosystem of an interconnected digital AI-led economy in Ireland and beyond. And these are things that give customers greater choice. We are, therefore, challenging ourselves to think more broadly and more ambitiously about the application of AI, innovating for new products, reimagining things we do today, trying to think of things we do not do today and improving customer experience and using AI to create new products and services that will grow our revenues. To me, this is not a choice. This is a strategic imperative. We must remain competitive. We must innovate. We must leverage AI, both to maintain pace with the market and, where possible, to move ahead of it. However, at heart of all this is not technology but our human capital. It is our colleagues, their passion, their judgment, their creativity, their innovation, their tenacity. It is they who will drive this vision and what we will achieve and, ultimately, it will be you, our customers, who will be the ultimate judges of whether we succeed or not. In summary, we have entered a new 3-year strategic cycle with strong momentum. We remain very alert to the range of risks and opportunities in the wider world from technology, from geopolitics, from trade, from tariffs and also from very fast evolving customer expectations of the bank. Our strategy will take us through to 2028, but we also have a well-defined long-term vision beyond that and a capable organization that has the ambition to deliver it. It is for these reasons that we have confidence and conviction that the Bank of Ireland will continue to have a meaningful role and a positive impact for all its stakeholders. Now before I pass on to Myles for details on the financial performance and the strategy, I want to acknowledge a number of our former colleagues, members of our pension scheme, who gathered outside this morning. To begin with, I want to say that I, along with the entire Board, appreciate their strength of feeling in this matter. Indeed, we discussed this at the AGM last year, and some of you who were there will remember. For those of you who are not familiar with this matter, let me give you a little bit of background. We have a defined benefit pension fund called BSBF, which was closed to new members in 2006. This fund has about 16,300 members, of which about 1/3 are current pensioners. So the bank has 11,000 people. That pension fund is bigger than the bank in terms of number of members. So it's a large [ point ]. The financial crisis of 2010 resulted in a very significant deficit in the fund. And after extensive review and consultation, we came up with a shared solution between the members of the fund and the bank, where the members took some cuts and the bank contributed EUR 1 billion to the fund. I'm happy to say the fund is now in surplus, although the surplus is really very small. Importantly, the fund is now positioned to fulfill its obligations to all its 16,300 members for the next 60 years. It's a very long-term fund. We are collectively custodians of the pension fund for the next 6 decades. It's beyond our lifetimes, certainly beyond my lifetime, but it's a very long-term goal. And our goal is to make sure that the fund always remains in a position to meet its obligations to its members. And as a result, we have to be incredibly careful, considered and cautious before we make any changes. In April of this year, the fund provided an increase of 1.7%, which followed an increase of 3% in 2024, 3% in 2023 and 2.7% in 2022. We review the operations of the fund regularly. A detailed review by an independent third party was conducted last year, and we will continue to review this matter regularly on an ongoing basis. However, at this time, we do not believe that any further actions are warranted. I realize that this is not welcome news to some of you. And while I empathize with the feelings involved here, I believe that our actions are the right ones and in the best interest of ensuring that the fund remains financially viable for many decades to come. I will now pass on to Myles for an overview of group's performance in '25 and our new strategy. Thank you.

Thank you, Akshaya, and good morning, everyone. 2025 marked the successful conclusion of the group's 3-year strategy, finalizing the year in an unrivaled position as Ireland's national champion bank. During this period, customer numbers grew to more than 4 million, deepening and expanding our franchise. We're #1 for mortgages with a market share of 42%, #1 for wealth management with wealth assets growing by 54% to EUR 60 billion and #1 for SME lending with market shares above 50%. We translated this performance into tangible benefits for all of our stakeholders. For shareholders, in the past 3 years, we've announced EUR 3.6 billion in dividends and share buybacks. For our growing customer base, we made it easier to bank, materially improving our customer relationship Net Promoter Score, a measure of overall long-term customer loyalty and sentiment. And during this period, the group invested more than EUR 1.5 billion in technology and operational resilience while materially accelerating our customer digital capabilities. For our colleagues, we moved up the ranks to become one of Ireland's leading employers. And for society, we grew our sustainable lending book to EUR 18 billion and established a leadership position in protecting customers from the relentless scourge of fraud. Turning to the 2025 financial year. The group reported a profit before tax of EUR 1.4 billion. Our loan book finished the year at EUR 82.5 billion, reflecting 6% growth in our Irish loan book, offset by planned international deleveraging and FX. The group's deposit book grew 4% while wealth assets increased by 9%. Total income of EUR 4.2 billion included 7% growth in fee income, led by an excellent performance from our wealth management business. Operating expenses rose 3% last year, in line with expectations. And the group's overall net impairment charge of EUR 193 million included EUR 40 million set aside for the potential impact of geopolitical risks. Bringing all this together resulted in an adjusted return on tangible equity of 13.9%, supporting total shareholder distributions of EUR 1.2 billion and a dividend per share of EUR 0.70, an 11% increase on 2024. And our CET1 ratio, a key measure of capital strength, finished the year at 15.1%, providing strong prudential protection, positioning the group very well for future investments and enabling capital returns to our shareholders. This very strong financial performance supported a number of important product and service innovations. At last year's AGM, I referenced our support for Irish homebuilding, one of the most pressing issues we face today. The group has made available EUR 2.5 billion of funding for new housing, including EUR 1 billion for social and affordable projects. At the end of last year, the group is supporting the construction of circa 26,000 homes across Ireland. We also committed an additional EUR 100 million of equity capital in support of Ireland's Strategic Investment Fund to deliver new homes. We are the largest provider of mortgages in Ireland, and last year, we supported customers with the purchase of 16,000 homes. Our market leadership is underpinned by product innovation. This includes our EcoSaver mortgage, which offers customers lower rates for higher energy weighted homes. We also launched a trade down equity release mortgage, allowing customers to downsize our move to a less expensive home without having to first sell their current home, in turn, freeing up the supply of secondhand homes. We expanded our suite of current account propositions. During 2025, we launched Smart Start, an engaging product for 7- to 15-year olds. We also launched Coming to Ireland, the bespoke account opening service for those moving or returning to Ireland. And by the end of 2025, Coming to Ireland has been availed up by customers from 130 countries. Bank of Ireland operates some 200 locations across the island of Ireland, and we continue to invest in our branches, including the replacement of our 650 strong ATM fleet with state-of-the-art machines which are more accessible, more reliable and more energy efficient. We operate in an increasingly competitive environment and this will continue to evolve. Our physical footprint, combined with engaging human-centric platforms and propositions, underpins our commitment to our customers. Last year, we rolled out separate instant payments, allowing customers to transfer money in seconds, and a new business borrowing solution, which has greatly improved the service we offer our business customers. And we are building on this progress. Since the start of this year, we have introduced Zippay, a peer-to-peer mobile payment solution for Irish customers, and we will soon launch our new mobile app, an important development as it is our most highly used channel for customer service. We are making smart use of AI to strengthen the relationship we have with our customers, and you heard from Akshaya earlier regarding the opportunity it offers. During 2025, AI-driven fraud detection assessed around 1 billion card transactions and prevented EUR 10 million in customer losses. Use of AI has also allowed us to reduce call transfers in our contact centers by over 40%. This means faster first-time resolution of our customer queries and quicker, more effective services. All of this points to our ambition to significantly, progressively and tangibly enhance our customer offering and deepen the positive role we play in society. To that point, in March, we unveiled our new strategy. This strategy and our clear vision to offer unrivaled financial choice now and for generations to come will guide the group's performance to 2028 and beyond. Ireland, our home market, continues to be highly attractive. And notwithstanding geopolitical uncertainties, which I'll come back to shortly, Ireland is one of the fastest-growing European economies. Demographic and wealth creation are supporting long-term growth while private and public sectors are also positioned for strong growth, notably enabled by Ireland's $275 billion national development plan to 2035. Against this favorable backdrop, our group strategy has three priorities: driving growth in Ireland by enhancing our mortgage, wealth and insurance and everyday banking franchises; optimizing our capital, leveraging core group strengths to ensure growth in our U.K. and international businesses; and investing in the future, including building future-ready capabilities, harnessing investments in digital, cyber protection, operational resilience, AI, data, our people and culture. This strategy is underpinned by new financial targets: averaging loan and deposit book growth of 3% to 4% per year; wealth assets growing by an average of 10% per year; combined with income growth and carefully managing costs, reducing the group's cost-income ratio to the mid-40% range by 2028, all building to a sustainable return on capital equity of greater 16%... [Technical Difficulty] Looking ahead, I am confident that we have a clear and compelling strategy in support of our customers, one that will fully capture the opportunities across the breadth of our business and deliver sustainable, attractive returns for shareholders and long-term value for stakeholders. In closing, I would like to thank our customers for their trust in which we do not take for granted, our colleagues for their continued dedication and focus, which has been instrumental in the success of our recent strategic cycle and continue to drive us forward and, you, our shareholders, for placing your trust in the Bank of Ireland Group. I'll now hand back to Sarah to move ahead with the business of the meeting. Thank you.

Thank you, Myles. So as set out and explained in the notice of the meeting, which has been taken as read, there are a total of 27 decisions to be put to today's meeting via 18 resolutions. As there are many resolutions before you today, in the interest of time, it is proposed that rather than reading out each resolution in full, the main thrust of the resolution to be put before the meeting will be summarized. For each of the resolutions today, the Chairman is demanding a poll. Our registrar, Computershare Investor Services, has already provided the details of the proxies received from shareholders, including those proxies which instruct the Chairman how to vote on behalf of the relevant shareholders in his capacity as the Chair of the meeting. To vote today, you each have an attendance card with you. On the reverse of that card, you will see the 18 resolutions and 3 boxes opposite each resolution. That's your polling card. Before you leave, we ask you to tick the relevant box to indicate your vote on each resolution. If you can please ensure you sign the polling card, please, as the absence of a signature, will invalidate your vote. Then as you leave, please put your polling card into one of the poll boxes situated throughout the room or at the exit doors. Our registrar, our colleagues are in the room and they will assist you as you leave. The registrar will count the votes -- the results of your votes immediately after the meeting, and we will add these to the proxies received in advance of the meeting. Details of the results will then be published on the group's website and released to the stock exchanges after the meeting. To note that while a vote withheld is not a vote, for the purpose of today's poll, details of any votes that are withheld will also be provided. As we move to shareholder questions, similar to last year's AGM, we did ask for -- we did invite questions in advance of the meeting. We received a small number of questions, and we have responded to each of them. In terms of the questions that we've received, they mainly refer to the odd-lot, the London Stock Exchange delisting proposal and pension-related matters. The responses provided to the questions received can be found on the Investor Relations section of the group website. Any questions that was made available on the website relate to individual accounts, pension or administrative matters. The Chairman is now going to invite questions from shareholders of the white admission card that relate to the resolutions that are before you today. Any questions raised should relate to the business of the meeting. So if you have any queries related to personal banking or other matters, as mentioned earlier, we do have colleagues in the room that can speak with you after the meeting. If you would like to ask a question, if you can please raise your hand and your white card, we'll get a microphone to you. And please share your name when you're asking the question. I would just say we have a shareholder in the room that has put 2 questions and just asked if we can read the question out. So when you open for questions, I'll read those. So back to Akshaya to take the question.

Thank you, Sarah. Why don't we start with the questions that we have received?

Thank you. So again, on behalf of the shareholder in the room, the first question is, going forward, is there any chance of shares in lieu of dividends?

I can tell you, as of now, there is no plan at the moment. But this is something that we review regularly. The Board reviews distributions very carefully at the end of the year also sometime in the middle of the year, and we will bear this in mind. But as of now, we can tell you there are no plans.

Okay. Thank you. And the second question, does the company have any interest in the Irish Permanent as an add-on to the group?

Interesting question. I will pass on to Myles to answer.

Thank you, Akshaya. I mean, Bank of Ireland as a leading national champion bank and a very strong Irish franchise in our home market, it's in that context that the addition of PTSB to Bank of Ireland would not be seen as an appropriate strategic fit. And in that context, we didn't engage in that particular transaction. .

Thank you. Thank you, Sarah. I now open the floor for questions. I would ask you to keep your questions brief as possible, and we will do our best to answer. Yes?

[ Brian ] is my name, retired staff. The group CEO mentioned the bank's active involvement in relation to construction in Ireland. The government have just announced recently that they've extended the Living City initiative to another 5 later urban centers, the largest being the emerging city of Drogheda, which, at last census, had 10,000 more souls within the 9-kilometer radius than Waterford. Dereliction is a cancer in all of those major urban centers, cities and towns. And in relation to that, I wonder what Bank of Ireland considers doing a packaging and promotion initiative to support government and local government's response to the Living City initiative. And just in mentioning Drogheda, Bank of Ireland has been there this year for 150 years.

Thank you for your question. If I may, I will pass it over to Myles O'Grady to answer that.

Yes. Thanks, Brian. So in the context of my comments earlier, we are currently supporting the development of 26,000 homes, and we think we can take that up to 30,000 out over the next number of years. So we very much want a very practical and dedicated role in the support of new homes. And those housing numbers, the 26,000, we are supporting the development homes across the length and breadth of Ireland. And certainly, if the housing problem is to be solved, it does require much collaboration between banks like Bank of Ireland, the government and, of course, the building sector as well. We've done lot of work last year with those different stakeholders, hence, the reason we communicated EUR 100 million equity capital support as well. So certainly, there isn't anything off the table. We are particularly interested in housing developments that are in urban centers, and certainly Drogheda would meet that criteria for sure. And so no specific details today. But in the context of our support for homebuilding, we're very happy to engage with developers and, indeed, the government in that regard.

Thank you.

Can I address this to Mr. O'Grady, please? I'm actually not a shareholder. I'm not even a customer of Bank of Ireland, but I think it's very important to tell the shareholders how viciously Bank of Ireland are treating people in family home repossessions. I'm a victim at your hands, and I can tell you what you've done. You've served a summons on my daughter with Down syndrome. You served a summons on me a day before cancer surgery in the hope that I would be well enough to enter appearance after second diagnosis breast cancer surgery. I'm at the center of a family home repossession and was set to lose my home. I never signed up the contract. My ex was the solicitor. Bank of Ireland has had a very vicious legal team chasing me for 10 years to every court in the land. I've written to you yourself. My name is [ Heather ]. You've always ignored my letters, Mr. O'Grady. And I think it's not nice to stand up there and say, we're all for society, we're all for customers when you are viciously assaulting people through the courts. And I invite every single shareholder to attend the forecourts to see what's happening there on behalf of Bank of Ireland. There's no mediation. There's no decency. I tried to do a deal with Bank of Ireland 12 years ago. They just beat me to the courts and then put all the costs on me. They're set to take our family home and leave my 2 daughters with disability on the side of the road and walk away. There's no audit. There's no accountability. The account I'm talking about was set up in this [ name ], Mr. Heather McMillan, Center Street Carnlough, Carnlough address, Carnlough phone number, occupation [indiscernible]. And I'm still losing. And you're saying you're trying to protect people from fraud. I had to have a fraud investigation number, pulse number, and you're all ignoring it. And you sat with me more on us, and I can't tell you how vicious they are. And you're sitting back and saying, it's okay. And on the 4th of August, last summer, a farmer down the [indiscernible] hung himself from a tree when [ Wilsons ] put up an auctioneer sign on this farm. You're not being kind to farmers. You're killing them. After generations, they're doing their best. There's no audit. There's no accountability. Court supports the banks. Bank of Ireland are the most vicious people complaining about funds. Bank of Ireland are so vicious. On the 2nd of August 2025, near here, in Dublin 4, Bank of Ireland sent in a gang of people with jackets and they beat a couple out of the house. And the man was on the roof. He got so panicked he fell off the roof and broke his vertebrae and his hip. At the hands of Bank of Ireland. [indiscernible] wouldn't have done worse. And I think it's shameful. And there's no one I can talk to. I've tried writing to you. You've always ignored me. And it's not good enough to say you're protecting customers when this is what you're doing on the ground with the most vulnerable. And most people are ashamed to speak up. Most people are afraid. Most people are terrified. People are committing suicide at your hands. And there has to be another way. And today, I'm asking you for another way. [indiscernible] 12 people had their houses repossessed. They were afraid to turn up. Every single person that sees me, nobody tries to be in this situation, nobody sets out. Somebody could be there, like my case, in the heart of an errant partner. Somebody could be there because of cancer, because of alcoholism, because of unemployment. You have to start thinking about this, maybe so great if you use this moment to think about it. And be decent. Be kind. You should go down to the high courts yourself. You can sit beside me there. I'm waiting for an appeal in the court of appeal. It could go wrong for me. If it is, myself and my daughter with Down syndrome, my daughter with [indiscernible] will be turn out on the ground. And you don't care. And you should care about people. It's not good enough to say we're very successful. We're very lucrative. We're doing really well. We care about society when you are targeting the most vulnerable, and in most cases, you go after separated vulnerable women because you think -- and we have to be [indiscernible]. We don't have any legal teams. And you send vicious legal teams with huge big deep legal pockets. And you don't stop until you repossess the houses. And I'm asking you today, can there be another way, please? Can you go forward in a more decent way?

I know you addressed the question, Myles, but please let me, allow me to respond. I'm really sorry to hear your experience seriously. I think you raised some serious matters. May I ask that after the meeting we have Myles O'Grady, our CEO, and our Head of Legal, Ann Lalor. Ann has recently joined the bank. She will look at everything with a fresh pair of eyes. And if you have a little bit of time after this meeting, I think I will ask Myles and Ann to sit down with you and have a conversation. Thank you.

I had always wanted to speak. I'd just like to say that I'm a shareholder of 30 years and my is -- over 30 years, and my wife is a shareholder of something over 20 years. And I am very concerned what I was going to say about a matter. It wasn't going to say what the matter was. But I was speaking to Sarah and I was speaking to Anne and I was speaking to yourself, Mr. Chairman. And even though I'm very, very disappointed, I wrote a reasonably long letter to yourself, as you're aware. And I got a very sharp reply and it's extraordinary disappointing, your reply. I'm extraordinary satisfied with the response I got here today with the three of you, and much appreciated. I think it's a matter that we can find interest on both sides because this may be a very serious matter of disrepute for the bank. So as a longtime shareholder, I think this can be resolved with good intentions.

Thank you for bringing this to my attention. Again, I'm glad you are satisfied with the discussion that you and I had before the meeting. Ann we'll get in touch with you after this meeting. Ann is getting a little busy, but she'll be happy -- I'm joking, but she'd be happy to sit down with you and look at it with a fresh pair of eyes.

I have a number of questions to you. One question is on the U.K. industry indiscernible] competition claims. I understand the Bank of Ireland has set aside cumulative provision with the U.K. Finance Commission of [ 429 ] financial charge [indiscernible] scheme for customers who were sold car loan schemes. That's how the scheme is banned here. The question is, what's the increased estimate for the Motor Finance Commission scheme pursuant to the recent U.K. Supreme Court decision, which now the scope of conversation originally suggested by the court of the appeal with a view to particular [indiscernible] in the worst-case scenario? The next question is the Bank of Ireland is committed to providing appropriate withdrawal scheme and to handling large scale conversations came for the U.K. Motor Finance in a timely manner? And question number three is adoption continues. New challenges are emerging. How many digital active customers are at the Bank of Ireland? And the final question is how many Bank of Ireland log in to the mobile banking app during peak times?

Okay. I think there are two parts to your question, sir. One has to do with Motor Finance, which I will ask our CFO, Mark Spain, to answer. And on how many customers log in to mobile, do you remember?

Yes, I have some starts to help with that, and thank you for the question. So Mark will take the car finance question. So we have that 2.5 million retail customers on the island of Ireland. About 85% are digitally active, which means they have in some capacity used their mobile app over the last recent period. So it's a very strong level of digital activity from our customers. And I referenced earlier that, combined with a very strong physical footprint, our 200 locations across the island of Ireland, for both of those channels, the physical channel but also our mobile app is a winning formula in the context of meeting our customer needs. And of course, I referenced earlier, we have a new mobile app due for launch in quarter 2. Mark?

Yes. So on the provision, that is actually in response to the FCA consultation paper, which was published in October last year. The FCA has subsequently finalized that scheme in March. Our provision level remains unchanged. We communicated that in our most recent trading update in terms of timing of the timing of customer redress will be in line with the time line set out by the FCA, and we're operationally gearing up to do that.

Thank you. Any further questions?

Mr. Chairman, John O'Neal. Just I personally know Heather, and I emphasize with her difficulties. I move on then to another question, if I may address one to Mr. Spain, please. Mark, could you give me an idea as to the rate of return the BSPF gets on the escrow account? I call it the magic book. I tend to ascribe a nickname to something I don't understand and something that I'm very suspicious off. So is there any return given to the BSBF on the funds in the escrow account?

Mark, would you like to...

Yes. Maybe just to provide some context for other shareholders and attendees in the escrow account. So the investment approach taken by the trustees, which the bank supports and the BSPF is designed to reduce volatility and derisk the BSPF, and that's taking that 60-year view which the Chair referred to in his opening, so to reduce that volatility. John, that investment approach does reduce return on assets and as part of the -- there's a cost to the bank in terms of that. And that's the context for the escrow accounting agreed between the bank and trustees. That applied from 2022 to 30th of September 2025. There's about EUR 140 million in the escrow account today. That is available in the event of the BSPF encountering difficulties and remains in that escrow account up to 15 years. There is no further escrow. So contributions from October 2025 are encashed into the BSPF at about EUR 38 million a year. And again, John, specifically in answer to your question, the returns on that escrow account were part of that negotiation between the bank and the trustees, on which the trustees took independent actuarial and legal adviser.

There is absolutely no figure then you can give me, say, it's getting 3%, 4%, 5%?

My understanding is that the returns are in that range, yes.

Now if I could just refer to a previous question there on the U.K., the write-off or the hits that Bank of Ireland had at EUR 430 million in the accounts. That obviously is as a result of the great policy that the bank has allowed to creep in and has crept in years and years ago. And I call it a kind of a toxic culture. If a problem was brought to the attention of the bank, it's pushed aside, it's denied, it's forgotten, the old system is procrastinated, it ends up in law cases and court cases, substantial legal fees expended. And there are a number of issues brought to the attention of this Board on previous meetings here. And the Chairman referenced the group of people outside today, the protest group. They're protesting about a 1% clawback under pension increases. The question I have, the Chairman has he certainly hasn't encouraged those people out there and he certainly hasn't encouraged me that, that 1% clawback will disappear anytime soon. And that, I'm telling you, is a potential difficulty and the possibility of a reflection on the bottom line of the bank at some time in the future unless the position is addressed. And I like you to take note of that because that will happen for sure.

Thank you. No, look, I completely understand. And like I said earlier, I do empathize. But the fact is that we have to make sure that the pension fund is able to support its obligations for the next 60 years for 16,000-plus people. We have looked at it very carefully. And the reason I'm being a little careful in how I answer is because this is not something we take lightly. We know how concerned you are. You are all people who have worked with the bank. In my first job, I worked 22 years with an organization. And I know what it feels like to be a long-serving employee. So we don't take this lightly at all. However, as custodians of the fund, as long-term custodians of the fund, making sure that the fund is able to meet its obligations, at this point, I'm really sorry but this is the only answer I can give you, that we will review the situation every year. And if something does change, nothing will give me greater pleasure than to make some changes. But as of now, I don't think it is possible.

Mr. Chairman. I'm glad to hear that you will review the position every year. And hopefully, there will be a positive result for pensioners because by the end of March next pensions through that 1% clawback, which I maintain is open daylight robbery, they will have contributed between EUR 8.5 million and EUR 10 million in the last 5 years. 4.8% or 4.9% has been taken from them. You're well aware of that. And those funds of EUR 10 million approximately will remain in the BSPF while, at the same time, the bank had been [ solving ] money into the escrow account at very little return. It's not a very definitive answer I got from Mark about the interest return on that.

I think we should move on to other questions now. There's a question here.

[ Sean Quinn ]. Mention has been made of the saving and investment accounts that are going to be introduced by the government, which are likely to be introduced in January. That's going to be that people will be going to online platforms and purchasing shares, EFTs and whatever. Now in Ireland, there's very little choice with respect to online brokerages. One of them is Davy's. And taking Davy's as an example, which is owned by the Bank of Ireland, their costs are far too much. If you go on to DEGIRO, you can buy and purchase shares for about EUR 3.80. If you go on to Trade Republic, it's about EUR 1. If you go on to Trading 212, there's no charge. If you go on Davy's Davis, you're talking about, I think it's a GBP 50 quarterly. And if you wish to purchase shares, there's commission charges which are astronomical. Now billions are going to go into these savings and investment accounts and more and more people are going to be using online platforms. And they're not going to be using Davy's, which is owned by the Bank of Ireland, unless Davy's and the other Irish platforms reduce their fees considerably. So would you not consider what's coming and bringing about a drastic reduction on the cost that Irish people have to incur from Irish platforms?

Well, thank you for bringing that up. What you raise is an extremely important point because what the Irish government is doing, and I've seen this in the U.K., there are 40 million ISA accounts in the U.K. 40 million out of a 68 million population is a very big number. And I hope that in 27 years' time, just like U.K. has reached, Ireland will reach about 60% of population investing in these accounts. Ease of use, ease of access and ease of understanding are critical. They have been critical for many years, but they are even more critical in today's world. And I believe we are -- I know that Myles and his team are very focused on how we will interact, how we will deal with the investment account product when it is introduced by the government. I'm going to ask Myles to give you his views of it. But you're absolutely correct. We cannot be charging EUR 50 a share and expect everyone to invest because these are small investments. So we will have to come up with a tailored kind of service, and I look forward to working on that.

Just to add, Mr. Quinn. Our wealth strategy is designed to ensure that we can expand our product offering, not just to high net worth customers but moving into affluent, mass affluent and then to the mass market as well. And of course, in doing so, we know that comes with a different pricing model, a different set of economics. We're very supportive of the government's initiative. We have been in discussion with the government for quite some time on bringing this type of product to market. Right now, the Davy team, the wealth team are actively working on what that platform will be. The objective is to have that platform live to coincide with the introduction of a new offering to the Irish population. And our absolute objective in bringing that product to market that service our platform is, one, ease of being able to take on that product and, two, to make sure that it is affordable for customers because we have more than 4 million customers in Bank of Ireland. We want to look after all of their needs. And certainly, I would like to see an increase in investment and savings participation. So our mindset will be to ensure that we are there to support those customers, both in terms of ease and in terms of cost and as that product goes to the market next year.

Thank you, Myles. I think we have time for two more questions. So are there any? Thank you. A question here.

Yes. John Kelly, shareholder and pensioner. I just have a couple of questions. I'll be brief. You have many, many billions of funds in demand deposit accounts. Now they're there for probably a lot of customers are maybe do it through loyalty, I don't know, maybe do it to fear of moving. But for that loyalty, they are awarded with an interest rate of 0.01%. Now do you have any plans to improve that? Because companies like Revolut have come in and, figuratively speaking, wiped your eye in this, both in the technology area -- I know you've introduced Zippy, but again, figuratively speaking, I think Bank of Ireland has been asleep at the wheel. And Revolut have zoomed in and they've accumulated many thousands. So that's two. I know Zippy is addressing that, but it's been late to the game.

Myles will you answer that? .

Yes. Very happy to Mr. Kelly. At Bank of Ireland, we offer a range of deposit products. And certainly, for those customers who wish to save or wish to put the funds into a term deposit, for example, we offer 2.15% on a 12-month term product. So we do want to encourage our customers to save. That's good for Bank of Ireland, too, because it offers us continuity of funding. That's really important. So I would be urging our customers to consider those term deposit products that do offer attractive rates and, I would say, attractive relative to where the competitive market is at. That's our objective. I'm certainly very happy to offer some details on that from colleagues at the back of the room. But we do encourage our customers. We've seen a significant flow over the last number of years of customers moving from overnight deposits into term deposits, and that's a good thing. We're very happy to reward those customers.

Thank you, Mr. Kelly. Last question, in the corner there.

Last year and in the prior year, I referred at the AGM two statements in the Chairman's report, which suggested that the government should establish a level playing field and remove restrictions on the bank. I'm glad to see you left it out this year because my response at the meeting last year was that, that's fine. But I think you should also remove the restrictions on the pensioners. Immediately following last year's meeting, I had a brief discussion with Mr. Pateman, and I took struggle to item on the 1st of July 2025 because he had offered to -- if he could lend the hand in resolving the pensioner issues, he would try and help. So I wrote to him in July and asked him, as I had suggested to you in a prior discussion around the AGM last year, to meet with a few pensioners just to get a feel, so the Board, the independent directors could get a feel of how pensioners feel, not just hear it from your own executive, which are very strong in the view and are very attentive to making the case. And in fact, you've made a spirited defense yourself of the bank position on the BSPF. And in response to my letter, I got a letter from Mark. It was in November. And he again made a spirit of defense of the bank's position, but I didn't get a response from Mr. Pateman. And I had suggested in my letter that I'd be happy to meet with you and/or with him to just give a brief to the Board. So I'm disappointed that my letter did not at least elicit a personal acknowledgment of the letter. The letter from Mark said and I quote, "Following your letter to Mr. Pateman, a number of Board members discussed your query and have asked me to respond on behalf of the Board." I'm not sure if Steve actually saw the letter. He certainly, as I said, didn't respond to it. But I just feel there is always an opportunity to look slightly differently at issues, and obviously, the Board's obligation is to do that. You have some new directors up for election here. And I would hope that new directors will maybe look through the [Foreign Language], in other words, the haunted fog, and see perhaps that there are other ways to resolve an issue, which, as a colleague has said earlier, may become a mounting issue for the bank and follow the catalog of other large provisions you have made, and I need not refer to all of them, but in particular, the mortgage case was an outstanding case of poor management by the Board and the bank over a long, long period. And in its citation, if people take the time to read it, the Central Bank was very specific on some of the issues that caused the problem to take so long to resolve and eventually cost the bank so much. The fine was massive, the damages and the compensation paid to tracker mortgage holders was massive. And there is a risk, Chairman, that you were doing exactly the same again. So I would ask you to just look through the [Foreign Language] and look at this with new eyes, particularly new Board directors coming onboard.

Again, I can only emphasize that we hear you loud and clear. This is something that we look at very carefully every year, including at the Board. And I can only repeat what I said, that our primary obligation is to make sure that the pension fund is solvent because if the pension fund is not -- cannot meet its obligations, the implications of that are very, very severe. And again, it's not something I say lightly, not something that we take lightly. But again, as of now, we have taken all the actions that we could.

Thank you very much for all your questions. We will now move on to the business of the meeting. As Sarah has said earlier, we have 18 resolutions. The group is presenting its statutory financial statements for the year, which are published on the 2nd of March 2026. Copies of these statements were approved by the Board of Directors report and the auditor's report may be found on the group's website. The of the group, since that date, are summarized in our quarter 1 statement, interim management statement published on 1st of May, and this is also available on the group's website. The full text of each resolution is set out in the notice of the meeting, and I will read out a summary. Before I do that, I'd like to provide some additional information on two matters that are being considered here. One is a proposed delisting of the group's shares from the London Stock Exchange and the second is the odd-lot offer. Taking these in turn. Bank of Ireland are currently listed on both Euronext Dublin and LSE in London. The Board keeps company's listing arrangements under regular review. In recent years, trading volume in ordinary shares on LSE has been negligible compared to the overall trading in company's shares. As a result, the Board considers that the cost of maintaining the LSE listing is no longer in the interest of the company and its shareholders. Accordingly, the Board has resolved to propose cancellation of company's listing of ordinary shares on the official list of the FCA and the cancellation of its admission to trading on the main market of the LSE. The proposed U.K. delisting will not affect the continued listing of ordinary shares on the main market on Euronext Dublin. It will also have no impact on group's day-to-day operations in the U.K. If approved today, the Bank of Ireland shares will be delisted from London Stock Exchange on the 29th of June. On the odd-lot offer, some of you will remember last year that we committed to provide a mechanism for shareholders with small holdings. We have roughly 75,500 registered shareholders in the company, of which about 26,000 people hold -- or 35% hold 30 shares or less. This is a very sparse shareholding. Our rationale, therefore, for the odd-lot offer is threefold. One is to give the ability to small shareholders to deal with their shares without being constrained by disproportionate costs. Second is based on our experience with mailing annual reports with the dividend checks, we believe that a number of the shareholders are inactive. Finally, recurring administration costs resulting from this large number of shareholders are disproportionate to the size of the small shareholdings. So if approved today, the directors will facilitate the disposal at some point in the next 18 months by eligible holders of odd-lots and their shares at a 5% premium over the weighted average share price traded on Euronext Dublin over the 5 preceding days and without any dealing costs that render such a transaction uneconomic. Of course, shareholders are free to elect to retain their shareholding in the company if they choose to do so. I will now formally propose each resolution as set out in the notice and put to the meeting in summary. Resolution one, that the financial statements, reports of directors, reports of the auditor for the year ended December 31, '25 submitted to this meeting be considered and received. Number two, to declare a final dividend of EUR 0.45 per share for year ended December 31, '25, payable on June 9, '26 to all members on the register as a 5:00 pm on 24th of April '26. Resolution 3A to 3J are for election or reelection of directors and are proposed as a separate resolution each: 3A, that Emer Finnan be elected as a Director of the company; 3B, that Niamh Marshall be elected as a Director of the company; 3C, that Hans van der Noordaa be elected as a Director of the company; 3D relates to me, so I'm going to hand over to Myles.

I propose that Akshaya Bhargava be reelected as a Director of the company.

Thank you, Myles. 3E, that Giles Andrews be reelected as a Director of the company; 3F, that Michele Greene be reelected as a Director of the company; 3G, that Myles O'Grady be reelected as a Director of the company; 3H, that Steve Pateman be reelected as a Director of the company; 3I, that Mark Spain be reelected as a director the company; 3J , that Margaret Sweeney, be reelected as a Director of the company. Resolution 4, that at the appointment of KPMG as the auditor of the company be continued until the conclusion of the next AGM of the company. #5, that remuneration for the auditor be fixed by the Board of Directors for the 2026 financial year. #6, that an Extraordinary General Meeting, other than an EGM call for passing of a special resolution, may be called by not less than 14 clear days notice in writing in accordance with Article 50B of company's Articles of Association. #7, to receive and consider directors remuneration report for the year ended December 31, '25. #8 is being proposed as a special resolution and seeks to authorize the company or any of its subsidiaries to make market purchases of up to 10% of all issued ordinary shares at the date of passing the resolution. The authority will expire the earliest of AGM to be held in 2027 or 21st of August 2027. #9 relates primarily to the share buyback program. It is proposed to put a routine authority in place, setting the maximum-minimum range at which treasury shares may be reallotted off market. The authority will expire at the close of business on date of AGM in 2027 or on 21st of August 2027. #10 is being proposed to authorize directors to issue new ordinary shares up to a maximum of 316,924,322 shares, representing approximately 33% of issued share capital of the company as of 13th of April '26, subject to statutory preemption rights where applicable. #11 is being proposed as a special resolution to authorize the directors to allot ordinary shares for cash without offering them first to other ordinary shareholders. The authority in Resolution 11 is limited to an allotment pursuant to a rights issue authorized under Resolution 10 and up to 47,539,123 ordinary shares, otherwise then in connection with an offer to ordinary shareholders in accordance with their preemption rights. #12 will be proposed as a special resolution, which is to authorize directors to allot ordinary shares for cash without offering them first to other ordinary shareholders. Resolution 12 also authorized the disapplication of preemption rights in respect to additional 47,539,123 ordinary shares for purposes of acquisition or special capital investment. The authority is being sought in Resolutions 10, 11 and 12, if granted, will remain in force until the date of AGM in 2027 or 21st of August, whichever is earlier. For clarity, there are no current plans to issue any ordinary shares on foot of this authorization. #13 and 14, I will take them together. Here, the directors are seeking a general authority to issue additional Tier 1 contingent equity conversion notes, or AT1, as they are called; and secondly, to a lot ordinary shares issued upon conversion or exchange of AT1s without first offering them to existing shareholders. Resolution 13 is proposed as an ordinary resolution and Resolution 14 is proposed as a special resolution as set out in the notice. #15 is the special resolution, which proposes the cancellation of the group's listing of ordinary shares on the official list of the FCA and its cancellation to admission to trading on the main market of the LSE, noting that the group will remain listed on the official list of the main market of Euronext Dublin. Resolution 16 to 18 are resolutions that approve proposals to authorize the Board to carry out an odd-lot transaction within the next 18 months, whereby shareholders holding 30 or fewer ordinary shares will be in a position to sell the shares at a premium to market price while not incurring any brokerage fees. The resolutions include amendments to Articles of Association, granting the authority to the Board and authorizing the off-market purchase of ordinary shares. A copy of the proposed odd-lot purchase offer contract is available for inspection at the registration desk. Again, to vote on the resolutions proposed, you are asked to put your polling card into one of the polling boxes throughout the hall or the exit doors as you leave the meeting. And as Sarah said, details of the results will be published on our Investor Relations section of the group's website and also released to the stock exchange today. We now come to the final part of our AGM. There were a number of changes to the composition of the Board during the year, to which I would like to draw your attention. During 2025, we strengthened the Board through a number of new appointments, ensuring that we continue to maintain strong and diverse mix of experience and perspectives aligned to our strategy. We are therefore delighted to welcome Niamh Marshall, Emer Finnan and Hans van der Noordaa as independent non-executive directors. Collectively, they bring a great deal of expertise and experience across finance, banking, technology and transformation. As part of our ongoing commitment to maintain an effective and highly performing Board, we also recognize the importance of orderly rotation and succession planning, ensuring the continued suitability of the Board in the context of the group's strategy and the external environment in which we operate. In that context, Richard Golding retired in March and Ian Buchanan in April of this year, having served the Board since 2017 and 2018, respectively. I would also like to thank Richard and Ian for their very significant contributions to the Board and its committees during the term with us. Finally, Michele Greene was appointed Deputy Chair and Senior Independent Director in June 2025. In closing, I would like to reaffirm our confidence in the outlook for the Bank of Ireland while remaining mindful of the uncertainties in the external world. I want to thank you for your continued support and confidence in the group as shareholders. This now concludes the formal proceedings of the meeting, and I invite you to join us for refreshments. Thank you very much.