Form of proxy for Extraordinary General Court
Form of proxy for High Court Convened Stockholder Meeting
Form of Direction for Extraordinary General Court
Form of Direction for High Court Convened Stockholder Meeting
Proposed Bye-Laws of the Bank (mark up showing all changes against the existing version)
You have indicated that you are located in the United States.
The BOIG plc Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable US state securities laws. It is expected that the BOIG plc Shares will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.
Exemption from registration under the US Securities Act
For the purposes of qualifying for the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof with respect to the BOIG plc Shares to be issued pursuant to the Scheme, the Governor and Company of the Bank of Ireland (the “Bank”) has apprised the High Court that, if sanctioned, its sanctioning of the Scheme will be relied upon by the Bank and BOIG plc as an approval of the Scheme following a High Court Hearing on its fairness to the Ordinary Stockholders at which High Court Hearing all Ordinary Stockholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Ordinary Stockholders. Ordinary Stockholders (whether or not US persons (as defined in the Securities Act)) who are affiliates of the Bank or will be affiliates of BOIG plc at the Effective Date will be subject to certain US resale restrictions relating to the BOIG plc Shares received pursuant to the Scheme.
None of the US Securities and Exchange Commission, any other US federal or US State securities commission or any US regulatory authority has approved or disapproved of the BOIG plc Shares offered by the Prospectus nor have such authorities reviewed or passed upon the accuracy or adequacy of the Prospectus or any accompanying documents. Any representation to the contrary is a criminal offence in the United States.
Your data will be held by Bank of Ireland Group plc and processed only to ensure our compliance with applicable regulations.
You have indicated that you are resident in Canada.
Neither the Prospectus nor the circular of the Bank (the “Circular”) are, and under no circumstances are either of such documents to be construed as, a prospectus under Canadian securities laws, an advertisement or a public offering of the securities described herein in Canada. No securities commission or similar regulatory authority in Canada has in any way passed upon the merits of the BOIG plc Shares nor has it reviewed or passed upon the accuracy or adequacy of the Prospectus, the Circular or any accompanying documents. Any representation to the contrary is an offence in Canada.
The BOIG plc Shares to be issued pursuant to the proposed scheme of arrangement under Chapter 1 of Part 9 of the Companies Act and the capital reduction under Sections 84, 85 and 86 of the Companies Act (the “Scheme”) will be delivered or transferred on a private placement basis in Canada and will be exempt from the requirement to prepare and file a prospectus with the relevant Canadian regulatory authorities. It is expected that the BOIG plc Shares will be issued in reliance on the exemption contained section 2.11 of National Instrument 45-106—Prospectus Exemptions. As a consequence of acquiring the BOIG plc Shares pursuant to this exemption, prospective BOIG plc shareholders acknowledge that certain protections, rights and remedies provided by the applicable securities legislation, including statutory rights of rescission or damages, will not be available to prospective BOIG plc shareholders. Any resale in Canada of the BOIG plc Shares to be issued pursuant to the Scheme may be subject to certain Canadian resale restrictions.
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Your data will be held by Bank of Ireland Group plc and processed only to ensure our compliance with applicable regulations.
You have indicated that you are located in Australia.
The information contained in this website and the offer is made available to persons in Australia without a disclosure document pursuant to an exemption and declaration made by the Australian Securities and Investments Commission that BOIG plc does not have to comply with Part 6D.1 or 6D.3 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) for an offer of BOIG plc Shares to Ordinary Stockholders in the Bank.
The information contained in this website is not a prospectus, product disclosure statement or any other form of “disclosure document” for the purposes of the Corporations Act and is not required to, and does not contain all the information which would be required in a disclosure document under the Corporations Act.
The information contained in this website has not been lodged with or been the subject of notification to the Australian Securities and Investments Commission or ASX or any other regulatory body or agency in Australia. Accordingly, the BOIG plc Shares may not be offered, issued, sold or distributed in Australia by any person other than by way of or pursuant to an offer or invitation made by BOIG plc of BOIG plc Shares to Ordinary Stockholders in the Bank. If you are in Australia, this document is made available to you provided you are an Ordinary Stockholder in the Bank.
The persons referred to in the documents contained on this website may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the BOIG plc Shares. No “cooling-off” regime will apply to an acquisition of BOIG plc Shares.
The information contained in this website does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this document, you should assess whether the acquisition of BOIG plc Shares is appropriate in light of your own financial circumstances or seek professional advice.]
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Your data will be held by Bank of Ireland Group plc and processed only to ensure our compliance with applicable regulations.
