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Bank of Ireland Group Plc - Tender Offer & Consent Solicitation - Launch

Bank of Ireland Group plc (together with its subsidiaries the "Group") Launch of Tender Offers for Legacy Perpetual Instruments

21 JUNE 2023

Full announcement including disclaimers and offer restrictions available via PRN (Source: Bank of Ireland Group Plc)

"LONDON, June 21, 2023 /PRNewswire/ -- Bank of Ireland Group is today inviting holders of the following legacy perpetual instruments (the "instruments") to tender any and all of their holdings at a premium (the "Offers"):

(i) 12.625% Non-Cumulative Sterling Preference Stock of £1.00 each of the Governor and Company of the Bank of Ireland ("GovCo") pursuant to an invitation by Bank of Ireland Nominee 3 Limited, a subsidiary of Bank of Ireland Group plc;

(ii) 12% Non-Cumulative Euro Preference Stock of €1.27 each of GovCo, pursuant to an invitation by Bank of Ireland Nominee 3 Limited, a subsidiary of Bank of Ireland Group plc;

(iii) 8.125% Non-Cumulative Non-Redeemable Preference Shares issued by Bristol & West plc, pursuant to an invitation by GovCo; and

(iv) 13.375% Unsecured Perpetual Subordinated Bonds of GovCo (the "GovCo Bonds"), pursuant to an invitation by GovCo (acting through its United Kingdom branch).

As part of the Offers, the Group is also launching a consent solicitation asking holders of the GovCo Bonds to vote on a resolution to insert a call option into the terms and conditions of the GovCo Bonds which will allow GovCo to redeem the GovCo Bonds. Holders who tender their GovCo Bonds or vote as part of the consent solicitation will receive a voting fee in the event the resolution is passed.

The Offers form part of the Group's ongoing review of its capital structure to achieve, among other things, a retirement of inefficient legacy perpetual instruments.

The instruments, issued between 1991 and 1997, no longer qualify as regulatory capital, and instruments of this nature are no longer issued by the Group. The instruments are complex from both an operational and regulatory point of view and do not benefit from a liquid trading market.

The Group will be engaging comprehensively with holders of the instruments on the Offers and has appointed D.F. King Ltd to operate a dedicated phone line which will be available to answer all queries. The terms of the Offers and contact details for D.F. King Ltd are set out in further detail in the offer memoranda published today and available at the link below (the "Offer Memoranda"):"



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