Commentary & Deal Flow

Book update: Books >€2bn

IPTs: 10.5NC5.5: MS+160a

• Issuer: Bank of Ireland Group plc (Ticker: BKIR)
• LEI: 635400C8EK6DRI12LJ39
• Issuer Rating: A2(Stable)/ A-(Stable) (Moody's/Fitch)
• Expected Ratings: Baa1/BBB (Moody's/Fitch)
• Rating Split: Issuer: A2(Stable)/ A-(Stable) (Moody's/Fitch), Issue: Baa1/BBB (Moody's/Fitch)
• Securities: 10.5NC5.5 Fixed Rate Reset Subordinated Tier 2 Notes
• Status / Ranking: Dated Subordinated Notes – Condition 3(c) applies
• Format: Reg S, Registered
• Currency / Size: € Benchmark
• IPTs: MS+160a
• Pricing Date: 17-Sep-26
• Settlement: 24-Sep-26 (T+5)
• Maturity: 24-Mar-37
• Reset Date: 24-Mar-32
• Optional Redemption: Any day falling in the period commencing on (and including) 24-Dec-31 and ending on (and including) the Reset Date
• Coupon: [●] per cent. per annum up to (but excluding) the Reset Date, payable in arrear on each Interest Payment Date up to (and including) the Reset Date. Thereafter, the interest rate will reset to the sum of the Reset Reference Rate and the Reset Margin
• Interest Payment Dates: 24 March in each year from (and including) 24-Mar-27 up to (and including) the Maturity Date (short first)
• Day Count Fraction: Actual/Actual (ICMA)
• Waiver of Set-off and Netting: Applicable
• Events of Default: Events of Default per Condition 10
• Redemption following a Capital Event: Applicable (full or partial exclusion) at par – Condition 6(e) applies
• Redemption following a Tax Event: Applicable at par - Condition 6(b) applies
• Redemption due to a Loss Absorption Disqualification Event: Applicable (full or partial exclusion) at par – Condition 6(g) applies
• Clean-Up Call: Applicable at par – Condition 6(d) applies. Clean-up Call Threshold percentage: 75%
• Substitution and Variation: Applicable (upon the occurrence of a Tax Event or a Capital Event, or in order to ensure the effectiveness and enforceability of Condition 18(c)) – Condition 6(n) applies
• Acknowledgement of Irish Statutory Loss Absorption Powers: Applicable – Condition 18(c) applies
• Use of Proceeds: The Notes are intended to be issued as Sustainable Notes and an amount equal to the net proceeds will be used by BOI for the purposes of financing and/or refinancing Eligible Assets as described in the Issuer’s Green Bond Framework, which is available on the website of the Issuer alongside the Second Party Opinion. The Issuer’s Green Bond Framework, the Second Party Opinion and the contents of the Issuer’s website do not form part of this document or the Base Prospectus and are not incorporated by reference in this document or the Base Prospectus
• Documentation: Bank of Ireland Group plc’s €25,000,000,000 Euro Note Programme - Base Prospectus dated 15-Oct-25 as supplemented on 29-Oct-25, 25-Mar-26 and 14-Sep-26. Defined terms used and not defined in this Term Sheet have the meanings given in the section of the Base Prospectus “Terms and Conditions of the Notes” (the “Conditions”, and references to a particularly numbered “Condition” should be read accordingly). This Term Sheet should be read together with, and is qualified in its entirety by, the Conditions
• Listing: Irish Stock Exchange Regulated Market (Euronext Dublin)
• Selling Restrictions: Reg S, Cat 2; TEFRA not applicable. Other selling restrictions apply as set out in the Base Prospectus
• Denominations: €100k + €1k
• Governing Law: Irish Law
• Fee: The Joint Lead Managers will be paid a fee in connection with the transaction. Details of the fee may be available to investors upon request
• Target Market: Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in the EEA or in the UK
• Advertisement: The Base Prospectus dated 15-Oct-25 and Supplement dated 29-Oct-25, 25-Mar-26 and 14-Sep-26 are, and the Final Terms, when published, will be available at https://investorrelations.bankofireland.com/e25bn-euro-note-programme/ and https://live.euronext.com/en/product/bonds-detail/25059/documents
• Stabilisation: FCA / ICMA stabilisation applies
• Joint Bookrunners: BofA Securities, Davy, HSBC, J.P. Morgan, Morgan Stanley, UBS Investment Bank
• ISIN: XS3513205594
• Timing: Books open, Today's business