BKIC Bank Irel.pf.a

TIDMBKIC

RNS Number : 6536D

Bank of Ireland(Governor&Co)

22 June 2023

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE

ATTENTION OF BONDHOLDERS.

If any Bondholder is in any doubt as to the action it should take, it is recommended that such Bondholder seeks its own financial and/or legal advice, including in respect of any tax consequences, immediately from its broker, solicitor, accountant or other independent financial, tax or legal adviser.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS NOTICE IS AVAILABLE IN THE OFFER MEMORANDUM REFERRED TO BELOW. BONDHOLDERS ARE ENCOURAGED TO REQUEST A COPY OF THAT DOCUMENT (IF THEY HAVE NOT ALREADY RECEIVED ONE) AS PROVIDED IN THIS NOTICE AND TO READ THIS NOTICE TOGETHER WITH THE OFFER MEMORANDUM.

BONDHOLDERS MAY ALSO CONTACT D.F. KING LTD USING THE CONTACT DETAILS PROVIDED IN THIS NOTICE FOR FURTHER INFORMATION REGARDING THE EXTRAORDINARY RESOLUTION PROPOSED IN THIS NOTICE

The Governor and Company of the Bank of Ireland

(established in Ireland by Charter in 1783 and having limited liability, registered in Ireland No. C-1)

(acting through its United Kingdom branch)

("BOI")

NOTICE OF MEETING

to all holders of its outstanding

GBP75,000,000 13(3/8) per cent. Unsecured Perpetual Subordinated Bonds

(ISIN: GB0000510312)

(the "Bonds")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Bonds (the "Bondholders") is being convened by BOI at One Bishops Square, London E1 6AD, United Kingdom at 1:00 p.m. (UK time) on 4 August 2023 for the purpose of considering and, if thought fit, passing the resolution set out below to approve the modification of the terms and conditions of the Bonds (the "Conditions" and references to a numbered "Condition" should be read accordingly) to provide for BOI to redeem all, but not some only, of the outstanding Bonds on 25 August 2023 (subject to the right of BOI to extend, re-open, amend and/or terminate the Consent Solicitation (as defined below), the "Redemption Date") by payment of redemption consideration of GBP 1,920.31 for each GBP1,000 in principal amount of the Bonds (the "Redemption Consideration"), being a payment in respect of the principal amount of the Bonds and a payment in lieu of accrued but unpaid interest up to the Redemption Date of GBP 40.31 for each GBP1,000 in principal amount of the Bonds (the "Proposal").

This resolution will be proposed as an Extraordinary Resolution in accordance with the provisions of the trust deed dated 25 July 1997 made between Reading Mortgages plc (subsequently renamed Bristol & West plc) ("B&W") and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), as supplemented by the first supplemental trust deed dated 28 September 2007 made between BOI, B&W and the Trustee and the second supplemental trust deed dated 2 October 2007 made between BOI and the Trustee (as further amended from time to time, the "Trust Deed"). The implementation of the Extraordinary Resolution (if passed) will be at the discretion of BOI.

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Trust Deed, the Extraordinary Resolution and (if applicable) the Offer Memorandum.

BOI is also arranging for Bondholders to be able to attend the Meeting by way of a video conference. Further information is provided below under "Voting and Quorum".

TER OFFER AND CONSENT SOLICITATION

In connection with the Proposal being put to the Bondholders at the Meeting, BOI is inviting Bondholders to (i) tender any and all of their Bonds for purchase by Elgin Securities DAC (the "Purchaser") for cash (the "Tender Offer") ('Option 1') (full details of which are set out in an Offer Memorandum dated 21 June 2023 (the "Offer Memorandum") which (if it has not already been received) is available to eligible Bondholders as further provided below) or (ii) submit a Voting Only Instruction (as defined below) specifying 'Option 2' (i.e. appointing the Chairperson of the Meeting as proxy to vote on the Extraordinary Resolution in accordance with their instructions) by the applicable Consent Deadline (as defined below) to be eligible to receive the voting fee (the "Voting Fee") of 2.000 per cent., or GBP20.00 for each GBP1,000, of the principal amount of the Bonds in respect of which such Voting Only Instructions are submitted (the invitation made by the BOI for such approval of the Proposal, the "Consent Solicitation").

The Voting Fee will be paid in addition to the Redemption Consideration (as defined below). While other options are available to Bondholders (as explained further below), Bondholders should note that only Bondholders that deliver a valid Tender Instruction ('Option 1') or Voting Only Instruction specifying 'Option 2' by the applicable Tender Deadline or Consent Deadline, as the case may be, will to be eligible for the Voting Fee. Payment of the Voting Fee is conditional on the passing of the Extraordinary Resolution and the execution by BOI and the Trustee of the Third Supplemental Trust Deed for the implementation of the Extraordinary Resolution.

The Consent Deadline is:

(i) 1:00 p.m. (UK time) on 29 June 2023, in the case of Institutional Investors (the "Institutional Investor Consent Deadline"); and

(ii) 1:00 p.m. (UK time) on 2 August 2023, in the case of Retail Investors (the "Retail Investor Consent Deadline" and, together with the Institutional Investor Consent Deadline, each a "Consent Deadline"),

in each case unless extended, re-opened or terminated, as provided in the Offer Memorandum. Any Bondholder who wishes to be eligible to receive the Voting Fee must validly submit a Voting Only Instruction specifying 'Option 2' by the applicable Consent Deadline.

A "Retail Investor" is a Bondholder who is not an Institutional Investor (as defined below). Any Bondholder who is an individual (rather than a company or other organisation) will be a Retail Investor. Any Bondholder that is a company or other organisation and is not sure whether they are a Retail Investor or an Institutional Investor may contact the Retail Information Agent for further information, using the contact details below.

An "Institutional Investor" is a Bondholder that is:

(i) an "eligible counterparty" or a "professional client", each as defined in Directive 2014/65/EU (as amended); or

(ii) an "eligible counterparty" as defined in the FCA Handbook Conduct of Business Sourcebook or a "professional client" as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

The Tender Offer is open to all Bondholders (subject to offer restrictions under applicable laws, including in the United States, the United Kingdom, Italy and France). Further details of the Tender Offer and the Consent Solicitation are set out in the Offer Memorandum.

Bondholders may have received a copy of the Offer Memorandum by mail. In addition, Bondholders may obtain an electronic copy of the Offer Memorandum as provided in the section headed "Further Information" below.

Bondholders who elect to tender their Bonds in the Tender Offer will also automatically appoint the Chairperson of the Meeting as proxy to vote in favour of the Extraordinary Resolution in respect of their tendered Bonds. Such Bondholders should take no other action in connection with the Meeting or the Extraordinary Resolution.

None of BOI, the Purchaser, D.F. King Ltd as retail information agent (the "Retail Information Agent"), Link Market Services Limited (the "Registrar" and "Receiving Agent", respectively) or Jefferies International Limited, J&E Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG London Branch as dealer managers and solicitation agents with respect to the Tender Offer and Consent Solicitation to Institutional Investors only (the "Dealer Managers") or any of their respective Affiliates expresses any opinion on, nor do they make any recommendation or representations as to the merits of, the Tender Offer, the Consent Solicitation, the Proposal or the Extraordinary Resolution.

BACKGROUND

Pursuant to the provisions of Schedule 4 to the Trust Deed (as summarised in Condition 10(a)), Bondholders may consent to the modifications of the Conditions or the Trust Deed by a resolution passed at a meeting of Bondholders as an Extraordinary Resolution. BOI is proposing the Extraordinary Resolution which seeks the consent of Bondholders to amend the Conditions to provide for BOI to redeem all, but not some only, of the outstanding Bonds on the Redemption Date by payment of the Redemption Consideration.

As more fully described in the Offer Memorandum, the reason for seeking the consent of Bondholders to the redemption of the Bonds is part of the process of Bank of Ireland Group plc together with its subsidiaries (the "Group") to optimise the Group's capital structure, to achieve among other things, a removal of perpetual instruments which no longer qualify as regulatory capital while also providing liquidity to Bondholders.

For reference, the quoted mid-market prices for the Bonds on the London Stock Exchange plc (sourced from Bloomberg) as at close of business on 20 June 2023 (the latest practicable date before finalisation of this Offer Memorandum) and on the first dealing day on each of the prior six months were as follows:

3 January 2023 168.250% (GBP1,682.50 for each GBP1,000 in principal amount of the Bonds)

1 February 2023 174.625% (GBP1,746.25 for each GBP1,000 in principal amount of the Bonds)

1 March 2023 176.500% (GBP1,765.00 for each GBP1,000 in principal amount of the Bonds)

3 April 2023 173.500% (GBP1,735.00 for each GBP1,000 in principal amount of the Bonds)

2 May 2023 173.250% (GBP1,732.50 for each GBP1,000 in principal amount of the Bonds)

1 June 2023 172.625% (GBP1,726.25 for each GBP1,000 in principal amount of the Bonds)

20 June 2023 169.000% (GBP1,690.00 for each GBP1,000 in principal amount of the Bonds)

This reflects the quoted mid-price of the bid and offered prices on the London Stock Exchange on such date. It should be noted that, given limited trading volumes in the Bonds, this mid-market price may not be a reliable indicator of the price at which a Bondholder would have been able to sell their Bonds in the market on such date, and should not be taken as an indication of the price at which a Bondholder may be able to sell their Bonds in the market on any future date.

Further information (including risk factors and other considerations) in relation to the Extraordinary Resolution and the matters contemplated in the Extraordinary Resolution, including additional information on why BOI is proposing the Extraordinary Resolution, can be found in the Offer Memorandum. Bondholders who are Retail Investors may contact the Retail Information Agent at the contact details provided below if they have questions about the Extraordinary Resolution, the Tender Offer and/or the Consent Solicitation. Bondholders who are Institutional Investors may contact the Dealer Managers at the contact details provided below if they have questions about the Extraordinary Resolution, the Tender Offer and/or the Consent Solicitation.

In accordance with customary practice, the Trustee expresses no opinion as to the merits of the Tender Offer, the Consent Solicitation, the Proposal or the Extraordinary Resolution (which it was not involved in negotiating). The Trustee recommends that Bondholders read this Notice and the Offer Memorandum carefully. The Trustee has not been involved in formulating the Consent Solicitation or the Proposal and it makes no representation that all relevant information has been disclosed to Bondholders in this Notice and/or the Offer Memorandum. The Trustee has also not been involved in, and is not in any way responsible for, the formulation and calculation of the Voting Fee, any redemption amount, the Redemption Consideration or the Tender Consideration. The Trustee has not independently verified the information provided in this Notice and/or the Offer Memorandum and nothing in this Notice and/or the Offer Memorandum should be construed as a recommendation to Bondholders to vote in favour of, or against, the Extraordinary Resolution. Accordingly, the Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the proposal for which the Consent Solicitation is sought to seek their own independent financial and legal advice.

However, on the basis of the information contained in this Notice and the Offer Memorandum, the Trustee has authorised it to be stated that it has no objection to the Proposal being submitted to the Bondholders for their consideration.

PROPOSAL

Pursuant to this Notice, BOI is convening the Meeting to request that the Bondholders consider and agree to the matters contained in the Extraordinary Resolution below.

If the Extraordinary Resolution is passed by the Bondholders in accordance with the provisions of Schedule 4 to the Trust Deed and implemented by BOI, the Extraordinary Resolution and the related modification of the Conditions to provide for the redemption of the Bonds on the Redemption Date will be binding on all Bondholders, whether or not attending or represented at the Meeting and whether or not voting in favour.

The terms of the Extraordinary Resolution are set out below.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders (the "Bondholders") of the outstanding GBP75,000,000 13(3/8) per cent. Unsecured Perpetual Subordinated Bonds (the "Bonds") of The Governor and Company of the Bank of Ireland ("BOI"), constituted by the trust deed dated 25 July 1997 made between Reading Mortgages plc (subsequently renamed Bristol & West plc) ("B&W") and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), as supplemented by the first supplemental trust deed dated 28 September 2007 made between BOI, B&W and the Trustee and the second supplemental trust deed dated 2 October 2007 made between BOI and the Trustee (as further amended from time to time, the Trust Deed):

1. assents to the modification of Condition 4 of the terms and conditions of the Bonds (the "Conditions" and references to a numbered "Condition" should be read accordingly), as set out in Schedule 2 to the Trust Deed, by the insertion of a new Condition 4.2 as follows (and the renumbering of the remaining Conditions in Condition 4 accordingly):

   "4.2         Redemption at the option of the Issuer (Issuer Call) 

The Issuer shall, having given not less than 3 business days' notice to the Bondholders (which notice shall be irrevocable), redeem all, but not some only, of the Bonds on the Redemption Date (as defined in the Offer Memorandum) by payment of an amount equal to GBP 1,920.31 for each GBP1,000 in principal amount of the Bonds, being a payment in respect of the principal amount of the Bonds and a payment in lieu of accrued but unpaid interest on the Bonds up to (but excluding) the Redemption Date (which, if the Redemption Date is the originally scheduled Redemption Date of 25 August 2023, shall be the amount of GBP 40.31 for each GBP1,000 in principal amount of the Bonds and if the Redemption Date is a later date such amount shall be increased by the amount of the accrued but unpaid interest on the Bonds in respect of such extended period up to (but excluding) such later Redemption Date).

In this Condition 4.2:

"Consent Solicitation" means the invitation by BOI to Bondholders to consent to the approval of the Extraordinary Resolution proposed for the inclusion of this Condition 4.2 in these Terms and Conditions, as described in the Offer Memorandum; and

"Offer Memorandum" means the Offer Memorandum dated 21 June 2023 prepared by BOI and relating to, among other things, the Bonds and the Consent Solicitation. ";

2. assents to any further variations of the Conditions which are incidental to, or reasonably necessary to implement and/or give effect to, the variations assented to under paragraph 1 above;

   3.         authorises , directs, requests and empowers: 
   (a)       the Issuer and the Trustee to execute a deed supplemental to the Trust Deed to effect the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution (the "Third Supplemental Trust Deed"), in the form or substantially in the form of the draft produced to this Meeting, with such amendments thereto (if any) as the Trustee shall require or agree to; and 

(b) the Issuer and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in the Trustee's sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;

4. declares that the implementation of this Extraordinary Resolution shall be conditional on the passing of this Extraordinary Resolution in accordance with the provisions of Schedule 4 to the Trust Deed and execution of the Third Supplemental Trust Deed by BOI and the Trustee; and

5. approves the Consent Solicitation as described in the Offer Memorandum (each as defined in paragraph 2 above) to which this Extraordinary Resolution relates, and its implementation;

6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Conditions or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the execution of any deeds, agreements, documents or instructions (including, without limitation, the Third Supplemental Trust Deed), the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the notice of this Meeting dated 21 June 2023 given by BOI to Bondholders or this Extraordinary Resolution;

7. irrevocably waives any claim that the Bondholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Bondholders further confirm that the Bondholders will not seek to hold the Trustee liable for any such loss or damage;

8. expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by it as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed; and

9. sanctions and consents to every variation, modification, abrogation or compromise of, or arrangement in respect of, the rights of the Bondholders appertaining to the Bonds against BOI, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in or resulting from or to be effected by the variations referred to in paragraphs 1 and 2 of this Extraordinary Resolution and the implementation thereof.

It shall not be possible to make any amendments to the terms of the Extraordinary Resolution.

GENERAL

A copy of the Trust Deed, the current draft of the Third Supplemental Trust Deed and the current Conditions of the Bonds are available at www.linkgroup.eu/bank-of-ireland

The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting (including at any adjourned Meeting), which are set out under "Voting and Quorum" below.

VOTING AND QUORUM

A Bondholder who, by no later than 1:00 p.m. (UK time) on 29 June 2023, in the case of Institutional Investors (the "Institutional Investor Tender Deadline") and 1:00 p.m. (UK time) on 2 August 2023, in the case of Retail Investors (the "Retail Investor Tender Deadline" and, together with the Institutional Investor Tender Deadline, each a "Tender Deadline"), submits (or arranges to have submitted on its behalf) a valid Tender Instruction in the Tender Offer (and does not revoke that Tender Instruction in the limited circumstances in which revocation is permitted) will, as part of such Tender Instruction, have given instructions for the appointment of the Chairperson of the Meeting (or their nominee) as such Bondholder's proxy to vote in respect of the Bonds which are the subject of such Bondholder's Tender Instruction in favour of the Extraordinary Resolution. Such Bondholder will not be entitled to attend or vote in respect of the Bonds to which its Tender Instruction relates at the Meeting itself, and accordingly should not take any further action in relation to those Bonds with respect to the Meeting or the Extraordinary Resolution.

1. A Bondholder who would like to attend the Meeting or appoint a proxy to do so on their behalf must be the Registered Holder (as defined below) of, in the case of Bonds held in certificated form (outside CREST) or the relevant CREST participant for, in the case of Bonds held in CREST, the relevant Bonds, with full authority to exercise the votes attaching to its Bonds, at 6:30 p.m. (UK time) on 2 August 2023 (the "Voting Deadline" and "Bonds Record Time") and at the time of the Meeting.

As used in this Notice, an "Instruction" shall mean either:

(i) a valid Tender Instruction which is validly submitted (and not revoked) in the Tender Offer (as further described in the Offer Memorandum); or

   (ii)         a Voting Only Instruction which is validly submitted (and not revoked). 

A "Voting Only Instruction" is an instruction delivered by or on behalf of a Bondholder:

(a) appointing the Chairperson of the Meeting (or their nominee) as a proxy to attend the Meeting (including any adjourned such Meeting) on such Bondholder's behalf and to cast the votes attaching to the Bonds which are the subject of such Voting Only Instruction in the manner directed by the Bondholder in such Voting Only Instruction; or

(b) confirming their intention to attend the Meeting in person, or to appoint a person other than the Chairperson of the Meeting as a proxy to attend the Meeting on their behalf, and to cast the votes attaching to the Bonds at the Meeting.

A Bondholder who wishes to tender their Bonds in the Tender Offer ('Option 1 ' on the Paper Instruction Form (as defined below)) should follow the procedures for tendering Bonds set out in the Offer Memorandum.

A Bondholder who does not wish to tender their Bonds but who wishes to vote on the Extraordinary Resolution should submit a Voting Only Instruction. Bondholders wishing to submit a Voting Only Instruction should contact the Receiving Agent to obtain (if they have not already received one) a copy of the relevant form (the "Paper Instruction Form") for completion. The Bondholder should (a) complete 'Option 2 ' on the Paper Instruction Form if they would like to appoint the Chairperson of the Meeting (or their nominee) as their proxy to vote in accordance with such Bondholder's instructions on the Paper Instruction Form, or (b) complete 'Option 3 ' on the Paper Instruction Form if they would like to attend and vote at the Meeting themselves or appoint a different person as their proxy to do so on their behalf. A Bondholder specifying 'Option 3' (or their proxy) will attend the Meeting virtually and will not attend the physical location unless they specify otherwise in their Paper Instruction Form.

In each case, the Bondholder should send their completed Paper Instruction Form to the Receiving Agent, which must be received by no later than the Voting Deadline.

In order to be eligible for the Voting Fee, Bondholders must deliver a valid Tender Instruction ('Option 1') or Voting Only Instruction specifying 'Option 2' by the applicable Tender Deadline or Consent Deadline, as the case may be, and must not attend, or seek to attend, the Meeting (or, if applicable, the adjourned Meeting) in person (including by way of video conference) or make any other arrangements to be represented at the Meeting (or, if applicable, the adjourned Meeting) (other than by way of the relevant Tender Instructions ('Option 1') or Voting Only Instructions specifying 'Option 2'). Bondholders are entitled to, and so may choose to, attend and vote at the Meeting (or, if applicable, the adjourned Meeting) in person (including by way of video conference), or make other arrangements to be represented and vote at the Meeting (or, if applicable, the adjourned Meeting) (other than by way of the relevant Tender Instructions ('Option 1') or Voting Only Instructions specifying 'Option 2'), in accordance with the provisions described in this Notice. However, any Bondholder that separately seeks to appoint a proxy to vote at the Meeting (or, if applicable, the adjourned Meeting) on its behalf or attends the Meeting (or, if applicable, the adjourned Meeting) in person (including by way of video conference) or makes other arrangements to be represented and vote at the Meeting (or, if applicable, the adjourned Meeting) (other than by way of the relevant Tender Instructions ('Option 1') or Voting Only Instructions specifying 'Option 2') will not be eligible to receive the Voting Fee, irrespective of whether such Bondholder has delivered a Tender Instruction ('Option 1') or Voting Only Instruction specifying 'Option 2' or such other arrangements are made by the applicable Tender Deadline or Consent Deadline.

Only Registered Holders of Bonds or CREST Participants are able to submit Instructions. If a Bondholder is a beneficial owner holding its Bonds through a broker, dealer, bank, custodian, trust company or other nominee or intermediary (each an "Intermediary"), the Bondholder should contact such Intermediary as a matter of priority to determine what instructions such Intermediary will require from such Bondholder, and by when, in order for an Instruction to be validly submitted on behalf of such Bondholder not later than the deadlines specified above. Such Intermediary will need instructions from such Bondholder before those deadlines.

Bonds held in certificated form

With respect to Bonds held in certificated form (outside CREST), only a Registered Holder of the relevant Bonds is able to submit Instructions. A "Registered Holder" means a holder recorded on the register maintained by the Registrar on behalf of BOI as being a holder of legal title to Bonds. A Bondholder who is a beneficial owner (i.e. holding beneficial interests in Bonds) but who is not itself a Registered Holder should contact the Registered Holder or other Intermediary through which it holds its Bonds so that the Registered Holder or other Intermediary can arrange for an Instruction to be submitted on behalf of such beneficial owner.

Bonds held in CREST

With respect to Bonds held in CREST, only a CREST Participant is able to submit Instructions. A Bondholder who is a beneficial owner but not a CREST Participant should contact the relevant CREST Participant or other Intermediary through which it holds its Bonds so that the CREST Participant or other Intermediary can arrange for an Instruction to be submitted on behalf of such beneficial owner.

General

A Bondholder who makes arrangements to attend, or to appoint a proxy to attend, the Meeting ('Option 2' and 'Option 3' on the Paper Instruction Form) will be required to undertake not to transfer or dispose of its Bonds prior to conclusion of the Meeting (including any adjourned such Meeting) (and the Redemption Date in the case of 'Option 2'), unless the Instruction is validly revoked.

Bondholders should note that all Instructions shall (unless validly revoked) remain valid for any adjourned Meeting.

Video-conference

BOI is arranging for Bondholders to be able to attend the Meeting by way of a video conference. Bondholders who wish to vote without tendering their Bonds are urged to consider selecting 'Option 2' for their Bonds on the Paper Instruction Form, appointing the Chairperson of the Meeting (or their nominee) as proxy to cast their votes. Bondholders must select 'Option 2' and submit their Voting Only Instruction by the applicable Consent Deadline to be eligible for the Voting Fee. If, however, Bondholders select 'Option 3' on the Paper Instruction Form and wish to attend the Meeting, they are urged to do so via the video conference facility. Bondholders that select 'Option 3' on the Paper Instruction Form will not be eligible to receive the Voting Fee even if their Voting Only Instructions are received by the Receiving Agent by the applicable Consent Deadline.

Bondholders who wish to attend the Meeting, or appoint a proxy other than the Chairperson of the Meeting to attend the Meeting on their behalf, will attend the Meeting virtually and will not attend the physical location unless they specify otherwise in their Paper Instruction Form.

Bondholders who select 'Option 3' for their Bonds, and thus elect to attend the Meeting (or to appoint a proxy other than the Chairperson of the Meeting (or their nominee) to attend the Meeting on their behalf) will be required to specify, on their Paper Instruction Form, an email address to which log-in details for the video conference can be sent (unless they specify in their Paper Instruction Form that they do wish to attend the meeting in person).

Log-in details will be emailed to the relevant participants on the day before the Meeting (or, if applicable, the adjourned Meeting). Participants who are expecting to receive log-in details and have not received them by 2.00 p.m. (UK time) on the day before the Meeting should contact the Receiving Agent, whose contact details are set out under 'Further Information' below.

The video conference facility will be hosted by Lumi. The log-in details will include a weblink to the electronic platform, the Meeting ID, a Bondholder Reference Number (BRN) and PIN.

Bondholders or proxies attending the Meeting via the video conference facility will be able to vote electronically during the Meeting, once instructed by the Chairperson.

All references in this Notice to persons being "present" at the Meeting or to attendance or voting "in person" shall include the presence, attendance and voting at the Meeting by way of the video conference facility.

Bondholders should note that they are entitled to attend the physical meeting (or appoint a proxy to do so on their behalf) provided that they have specified that they will do so in their Paper Instruction Form, but attendance at the Meeting (whether virtually or physically) will mean that a Bondholder will no longer be eligible to receive the Voting Fee.'

Any Bondholders who do not submit a Tender Instruction ('Option 1) or Voting Only Instruction specifying 'Option 2' by the applicable Tender Deadline and/or Consent Deadline (as applicable) or a Paper Instruction Form specifying 'Option 3' by the Voting Deadline (including for any adjourned Meeting) will not be able to tender their Bonds for purchase or be eligible to receive the Consent Fee or be able to vote on the Extraordinary Resolution whether at the Meeting or any adjourned Meeting.

2. The quorum required for the Meeting to consider the Extraordinary Resolution is one or more persons present in person or by proxy and holding or representing in aggregate not less than two-thirds of the principal amount of the Bonds for the time being outstanding. If a quorum is not present within 30 minutes after the time appointed for the Meeting, the Meeting will be adjourned for a period being not less than 14 days nor more than 24 days and to a place determined by the Chairperson of the Meeting. The quorum at such an adjourned Meeting will be one or more persons present in person or by proxy and holding or representing in aggregate not less than one-third of the principal amount of the Bonds for the time being outstanding. The holding of any adjourned Meeting will be subject to BOI giving at least 10 days' (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) notice to the Bondholders of such adjourned Meeting.

3. Every question submitted to the Meeting shall be decided by poll of one or more persons present and holding Bonds or being proxies and representing in aggregate not less than three-quarters of the principal amount of the Bonds represented at such Meeting voting in favour of such question. On such a poll, every person who is present shall have one vote in respect of each GBP1.00 in principal amount of the Bonds which they are representing at the Meeting.

4. If passed, the Extraordinary Resolution shall be binding on all Bondholders, whether or not present or represented at the Meeting and whether or not voting in favour of the Extraordinary Resolution.

   5.            The Trustee will nominate the Chairperson for the Meeting. 

FURTHER INFORMATION

Retail Investors

Bondholders who are Retail Investors* who have questions or require technical assistance in connection with the delivery of Instructions should contact the Receiving Agent. Retail Investors who have any other questions regarding the proposals referred to in this Notice, or who wish to request an electronic copy of the Offer Memorandum, should contact the Retail Information Agent. Their contact details are set out below.

* You will be a "Retail Investor" if you are not an Institutional Investor as defined below. Any Bondholder who is an individual (rather than a company or other organisation) will be a Retail Investor. Any Bondholder that is a company or other organisation and is not sure whether they are a Retail Investor or an Institutional Investor may contact the Retail Information Agent for further information.

Link Market Services Limited

   Telephone:        0800 0294524 (if calling from within the UK). 

Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). If calling from outside the UK, please call +44 800 029 4524 (calls using this number from within the UK will be charged at the standard geographic rate and will vary by provider). Calls from outside the UK will be charged at the applicable international rate.

D.F. King

   Telephone:        0800 029 4528 (if calling from within the UK). 

Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). If calling from outside the UK, please call +44 800 029 452824 (calls using this number from within the UK will be charged at the standard geographic rate and will vary by provider). Calls from outside the UK will be charged at the applicable international rate.

   Email:                BOI@dfkingltd.co.uk 

----

(**) Please note that calls may be monitored for security and training purposes. The helplines cannot provide advice on the merits of the proposals nor give any financial, legal or tax advice.

Institutional Investors

Institutional Investors** who have questions or require technical assistance in connection with the delivery of Instructions should contact the Receiving Agent. Institutional Investors who have any other questions regarding the proposals referred to in this Notice, or who wish to request an electronic copy of the Offer Memorandum, should contact Jefferies International Limited, J&E Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG London Branch, who have been appointed as BOI's dealer managers and solicitation agents with respect to tender offer and consent solicitation to Institutional Investors. Their contact details are set out below.

** An "Institutional Investor" means a Bondholder that is (i) an "eligible counterparty" or a "professional client", each as defined in Directive 2014/65/EU (as amended); or (ii) an "eligible counterparty" as defined in the FCA Handbook Conduct of Business Sourcebook or a "professional client" as defined in Regulation (EU) No 600/2014 as it forms part of English domestic law by virtue of the European Union (Withdrawal) Act 2018.

J&E Davy Unlimited Company

Tel: +3531 6797788

Email : dcf@davy.ie

Jefferies International Limited

Tel: +44 75 2516 8520

Email: Liabilitymanagement@jefferies.com

Attn: Liability Management

Lloyds Bank Corporate Markets plc

Tel: +44 20 7158 1726 / 1719

Email: lbcmliabilitymanagement@lloydsbanking.com

Attn: Liability Management

UBS AG London Branch

Tel: +44 20 7568 1121

Email: ol-liabilitymanagement-eu@ubs.com

Attn: Liability Management

Please note : None of BOI, the Dealer Managers, the Registrar, the Trustee, the Receiving Agent, the Retail Information Agent is able to provide any financial, legal, tax, accounting or any other advice in connection with the proposals referred to in this Notice, or to express any opinion on the merits of such proposals or otherwise to make any recommendations as to whether or not Bondholders should participate in such proposals. If any Bondholder requires any such advice or recommendation, it will need to contact its own broker, solicitor, accountant or other independent financial, tax, legal or accounting adviser.

This Notice dated 21 June 2023 is given to Bondholders by BOI.

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Disclaimers

The Directors of BOI have confirmed that they have no interests in the Bonds.

In accordance with normal practice, neither the Trustee, the Registrar, the Receiving Agent, the Retail Information Agent nor any of their respective Affiliates have been involved in the formulation of the Extraordinary Resolution. None of BOI, the Trustee, the Registrar, the Receiving Agent, the Retail Information Agent or the Dealer Managers expresses any opinion on, nor do they make any representations as to the merits of, the Extraordinary Resolution or the Proposal.

None of the Trustee, the Registrar, the Receiving Agent, the Retail Information Agent or the Dealer Managers or any of their respective Affiliates are responsible for the accuracy, completeness, validity or correctness of the statements made in this Notice or any omissions.

This Notice does not constitute, and it should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of BOI or any other entity.

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June 22, 2023 12:52 ET (16:52 GMT)