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Bank of Ireland Group plc announces the results of its Tender Offer in respect of its €675,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Contingent Temporary Write-Down Securities (ISIN: XS2178043530)

10 September 2024. On 3 September 2024, Bank of Ireland Group plc (the Offeror) announced an invitation to eligible holders of its outstanding €675,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Contingent Temporary Write-Down Securities (ISIN: XS2178043530) (the Securities) to tender their Securities for purchase by the Offeror for cash up to the Maximum Acceptance Amount, subject to satisfaction of the New Financing Condition (such invitation, the Offer).

The Offer was made on the terms and subject to the conditions contained in a tender offer memorandum dated 3 September 2024 (the Tender Offer Memorandum) prepared by the Offeror, and subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 9 September 2024. The Offeror hereby announces the results of the Offer.

Results of the Offer

As at the Expiration Deadline, €506,211,000 in aggregate principal amount of the Securities was validly tendered for purchase in the Offer. The Offeror announces that it has decided to set the Final Acceptance Amount at €506,211,000 and, accordingly, that it accepts for purchase all such Securities validly tendered in the Offer in full, with no pro rata scaling. In addition, the Offeror confirms that the New Financing Condition has been satisfied.

The Settlement Date for the Offer is expected to be 11 September 2024.

€168,789,000 in aggregate principal amount of the Securities will remain outstanding after the Settlement Date.

J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Email: liability_management_EMEA@jpmorgan.com; Attention: Liability Management); J&E Davy Unlimited Company (Telephone: +353-1-679-7788; Email: davyfixedincome@davy.ie; Attention: Davy Fixed Income); and UBS AG London Branch (Telephone: +44 20 7568 1121; Email: ol-liabilitymanagement-eu@ubs.com; Attention: Liability Management) are acting as Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion; Email: boi@is.kroll.com; Offer Website: https://deals.is.kroll.com/boi) is acting as Tender and Information Agent for the Offer.

MARKET ABUSE REGULATION

This announcement is released by Bank of Ireland Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the results of the Offer. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sarah McLaughlin, Group Secretary.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any Securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. The Offer has now expired.