Scheme Meeting and EGM

On 14 April 2026, the Company wrote to shareholders in connection with the announcement of a recommended offer by BAWAG PSK (a wholly owned subsidiary of BAWAG Group AG) for the entire issued share capital of the Company at a price of €2.97 per share (the “Acquisition”). That announcement can be located by clicking here.

It is proposed that the Acquisition will be undertaken and completed by means of a High Court approved Scheme of Arrangement (the “Scheme”). The implementation of the Acquisition requires two shareholder meetings to be held, the first being a scheme meeting convened pursuant to an order of the Irish High Court (the “Scheme Meeting”) and the second, an Extraordinary General Meeting (the “EGM”). These meetings will be held consecutively on 30 July 2026 at The Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland, with the Scheme Meeting commencing at 10.00 a.m. and the EGM held immediately after the conclusion of the Scheme Meeting. At these meetings shareholders will be asked to approve a series of resolutions to give effect to the Scheme, details of which are set out in the Scheme Document, which can be accessed at the bottom of this page.

An explanation as to why the Board is recommending the Acquisition, together with an expected timetable of principal events, is set out in the Scheme Document. The notice of the Scheme Meeting and the notice of the EGM are set out at the end of the Scheme Document.

A paper copy of the Scheme Document may be requested from the Company’s share registrar whose details are set out below. Shareholders are asked to carefully consider the contents of the Scheme Document and, in particular, the letters from Julie O’Neill, Chairperson of the Company’s Board and Anas Abuzaakouk, Chairman of the Management Board of BAWAG PSK set out respectively in Parts I and II of the Scheme Document.

If you cannot attend the Scheme Meeting and EGM, you can still vote and all shareholders are encouraged regardless of the number of shares owned, to complete, sign and return the proxy forms that were mailed as soon as possible, but in any event so as to reach MUFG Corporate Markets by 10am on 28 July 2026. Your shares can also be voted electronically via the Share Voting Portal at www.signalshares.com. Questions from shareholders may also be submitted in advance of the shareholder meetings either by post to the Company Secretary at: Permanent TSB Group Holdings plc, 56-59 St Stephen’s Green, Dublin 2 or by email to [email protected]

If you have questions about any administrative aspect related to the above (including requests for a paper copy of the Scheme Document), please contact MUFG Corporate Markets using the details below. However, please note we will not be able to provide you with any legal, financial, tax planning or investment advice. Please also refer to the Shareholder frequently asked questions documents available below.

Telephone: +353 (0) 1 553 0050
Email: [email protected]
Questions: Shareholder Frequently asked questions

• Scheme Document dated 15 May 2026.
• Shareholder Frequently Asked Questions
• Sample form of Yellow Proxy
• Sample form of Pink Proxy
• Current Constitution of the Company dated 8 May 2026
• Proposed changes to the Constitution of the Company (redlined)

The following documents are available for viewing by clicking here:

• the Confidentiality Agreement;
• the Rule 2.7 Announcement and all other announcements which have been made relating to the Acquisition and are required to be published pursuant to Rule 26.2 of the Takeover Rules;
• the Transaction Agreement;
• the Escrow Agreement;
• the Deed of Partial Release;
• the articles of association of BAWAG PSK;
• the articles of association of BAWAG;
• the annual report and consolidated audited financial statements of PTSBGH for the two financial years ended 31 December 2025 and 31 December 2024;
• the annual report and consolidated financial statements of each of BAWAG and BAWAG PSK for the two financial years ended 31 December 2025 and 31 December 2024;
• the written consents referred to in paragraph 11 of Part IV of the Scheme Document; and
• each of the irrevocable undertakings referred to in paragraph 3 of Part I of the Scheme Document.

Note: Terms used on this webpage and not otherwise defined herein have the same meaning as in the Scheme Document.