Permanent TSB Group Holding — AGM Information 2021

May 19, 2021

19 May 2021

The Directors of Permanent TSB Group Holdings plc confirm that each of the resolutions proposed at the AGM of the Company held on Wednesday, 19 May 2021 were passed. In accordance with FCA Listing Rule 9.6.2, a copy of all resolutions passed (other than resolutions concerning the ordinary business of the AGM) are submitted below to the UK National Storage Mechanism.

Ordinary Resolution

• 1. The Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):
  2. (a) without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 5, up to an aggregate nominal amount of €75,024,756 representing approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 30 March 2021; and
  3. (b) without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 5, up to an aggregate nominal value of €75,024,756 representing a further approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 30 March 2021 provided that any equity securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 5(b) are offered by way of one or more rights issues open for a period or periods fixed by the Directors to or in favour of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities held by them on such record dates, and subject generally, but without limitation to any of the foregoing, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory.

The authority hereby conferred shall commence at the time of the passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date; provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

• 1. Subject to and conditional upon Resolution 5 of the Notice of AGM being passed, and without prejudice to or limitation of any power and authority granted under Resolution 7, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 5 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers and/or enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:
  2. (a) the allotment of equity securities in connection with any one or more offer of securities, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitation and/or otherwise to or in favour of the holders of ordinary shares and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option scheme or share incentive plans then in force) at such record date or dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be reasonably be) to the respective number of ordinary shares held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and; generally, subject but, without limitation to any of the foregoing, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory;
  3. (b) and/or the allotment of equity securities up to a maximum aggregate nominal value of €11,367,387 which represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 30 March 2021.
• 1. Subject to and conditional upon Resolution 5 of the Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 6 of the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 5 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and:
  2. (a) such power shall be limited to the allotment of equity securities up to a maximum aggregate nominal value of €11,367,387, which represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5 p.m. on 30 March 2021; and
  3. (b) the net proceeds of any such allotment are to be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre-Emption Rights and in effect and as applied prior to the date of this Notice of AGM.
• 1. That pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases and overseas market purchases (in each case as defined by Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may, in their discretion, determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:
  2. (a) the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the ordinary share capital in issue in the Company (excluding treasury shares) as at 5 p.m. on the day on which this Resolution is passed;
  3. (b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof; and
  4. (c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be:
• (i) 5% above the higher of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and London, respectively, as the case may be) preceding the day the purchase is made (the "Market Purchase Appropriate Price"), or if on any such business day there shall be no dealing of ordinary shares on the trading venue where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; or, if lower,
• (ii) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the conditions applicable to buy-backs programmes and stabilisation measures (being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade, and (ii) the highest current independent purchase bid for, any number of ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this resolution will be carried out);
• (d) such authority shall expire at the conclusion of the next annual general meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014; and
• (e) the Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
• 1. That for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:
  2. (a) the maximum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price; and
  3. (b) the minimum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined in the Listing Rules issued by Euronext Dublin) operated by the Company, or in all other cases shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be allotted at a price lower than its nominal value); and
  4. (c) for the purposes of sub-paragraphs (a) and (b), the expression "Treasury Share Appropriate Price" shall mean the lower of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair andreasonable.

The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months of the passing of the resolution, whichever is the earlier, unless previously varied, revoked or renewed by special resolution. The Company may before such expiry make a contract for the re-allotment of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-issue or reallotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired.

• 1. That, subject to and in accordance with Section 1102 of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to call a general meeting, other than an annual general meeting or a meeting for the passing of a special resolution, on not less than 14 clear days' notice (as defined in the constitution of the Company). The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the date of the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting.
• 1. That the constitution of the Company be amended in the following manner:
  2. a. that Clause 3, Note B of the Memorandum of Association be amended by the deletion of the words "Section 155 of the Companies Act, 1963 and, on and from its commencement";
  3. b. the existing Article 1 be amended::
     • i. by the deletion of the words ""Section 155 of the Companies Act, 1963 and, on and from its commencement" from the definition of "Associated Company";

ii. by the deletion of the existing definition "the Acts" and its replacement in its entirety with the following definition of "the Acts":

"the 2014 Act and all statutory instruments which are to be read as one with, or construed or read together as one with, the 2014 Act and every statutory modification, replacement and reenactment thereof for the time being in force";

• iii. by the deletion of each of the definitions of "the 1963 Act", "the 1983 Act" and "the 1990 Act", in their entirety;
• iv. by the deletion of the words "Section 239 of the 1990 Act or, on and from its commencement," from the definition of "the 1996 Regulations";
• c. by the inclusion of the following new Article 3:

"Form of Resolution

Subject to the Acts:

• (a) a resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting duly convened and held and if described as a special resolution shall be deemed to be a special resolution, and such resolution may consist of several documents in the like form each executed by one or more of the members."
• d. the existing Article 4(a) be amended:
  • i. by the deletion of:
    • 1. the words "Chapter 2 of Part IV of the 1990 Act (or, on and from its commencement,";
    • 1. the ')' immediately following the words "… Chapter 4 of Part 17 of the 2014 Act";
    • 1. the words "Section 78(I)(a), (c) and (g) of the 1990 Act (and, on and from its commencement,"; and
    • 1. the ')' immediately following the words "…(h) of the 2014 Act"

in each case, from the definition of "Interest";

• ii. by the deletion of:
  • 1. the words "Section 67(2) of the 1990 Act (or on and from its commencement,"; and
  • 1. the ')' immediately following the words "2014 Act)"

in each case, from the definition of "Relevant Share Capital";

• e. the existing Article 4(a)(a) by the deletion of the words "Section 81 of the 1990 Act or on and from its commencement," ;
• f. the existing Article 4(b)(i) be amended by the deletion of the words "Section 81 of the 1990 Act (or on and from its commencement," from the definition of"interest";
• g. the existing Article 4(b)(ii) be amended by the deletion of:
  • i. the words "Part IV of the 1990 Act or on and from its commencement,"; and
  • ii. the ")" immediately after the words "…1062 of the 2014 Act";
• h. the existing Article 4(b)(x) be amended by the deletion of the words "Part IV of the 1990 Act or on and from its commencement,";
• i. the existing Article 4(b)(xv) be amended by the deletion of the words "Section 85 of the 1990 Act (or on and from its commencement,";
• j. the existing Article 16 be amended by the deletion of:
  • i. the words "(or upon its commencement)"; and
  • ii. the ")" immediately after the words "…any regulation made thereunder…";
• k. the existing Article 37 be amended by the deletion of the words "or, on and from its commencement";
• l. the existing Article 67(i)(b) be amended by the deletion of the words "Section 81 of the 1990 Act or, on and from its commencement,";
• m. by the inclusion of the following new Article 85:

"Use of designation "director"

The Directors may from time to time appoint any person to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such a designation or title and may at any time determine any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment with the Company shall not imply that the holder thereof is a Director of the Company nor shall such holder thereby be empowered in any respect to act as a Director of the Company or to be deemed to be a Director for any of the purposes of the Articles.";

• n. the existing Article 95 be amended by the deletion of the words:
  • i. "Section 194 of the 1963 Act and, on and from its commencement,"; and
  • ii. "Section 27 of the 1990 Act and, on and from its commencement,"; and
• o. the existing Article 97(iv) be amended by the deletion of the words "Part IV, Chapter 2 of the 1990 Act or, on and from its commencement,";
• p. the inclusion of the following new Article 100:

"Exercise of rights in other companies

Subject to the provisions of these Articles and the 2014 Act, the Directors may exercise or procure the exercise of the rights conferred by the shares in any other company held or owned by the Company, and may exercise any rights to which they are entitled as directors of such other company, in such manner as they shall in their absolute discretion think fit, including the exercise thereof in favour of any resolution appointing themselves or any of them as directors, officers or servants of such other company, and fixing their remuneration as such, and may vote as directors of the Company in connection with any of the matters aforesaid.";

q. by the deletion in its entirety of the existing Article 102 and its replacement with the following:

"Electronic communications – directors' meetings

• (a) For the purpose of these Articles, the contemporaneous linking together by telephone or other means of electronic communication of a number of Directors not less than the quorum shall be deemed to constitute a meeting of the Directors and all the provisions in these Articles as to meetings of the Directors shall apply to such a meeting, provided that:
  • i. each of the Directors taking part in such a meeting is able to hear, and speak to, each of the other Directors taking part; and
  • ii. at the commencement of such a meeting each Director must acknowledge his presence and that he accepts that the proceedings shall be deemed to be a meeting of the Directors.
• (b) Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or if there is no such group, where the chairman of the meeting is present and if neither applies, in such location as the meeting itself decides.
• (c) A Director shall not cease to take part in such a meeting by disconnecting his telephone or other means of communication without informing the chairman of the meeting in advance, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has so notified the chairman of his intention to cease participation in the meeting.
• (d) A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.
• (e) The provisions of this Article shall apply, mutatis mutandis, to meetings of committees of the Directors."
• r. the existing Article 126(iv) be amended by the inclusion of the words "including, without limitation by publication on the Company's website," immediately following the words "by delivering or making the same available in electronic form,";
• s. the deletion of existing Article 132(a) in its replacement with the following:

"Notwithstanding any other provision of these Articles, whenever any person (including without limitation the Company, a Director, the Secretary, any officer of the Company, a Member or any other person) is required or permitted by these Articles, the Acts or otherwise to give or receive a notice, document or information in writing such notice, document or information may be given or received in electronic form, except where these Articles or the Acts otherwise expressly requires, whether as an electronic communication or otherwise in such manner or form, including, without limitation by publication on the Company's website, and subject to such terms, conditions or restrictions as the Directors may, subject to the Acts, determine or approve from time to time in their absolute discretion."and

t. by the inclusion of the following new Article 136:

"Publication on a website

A notification to a member of the publication of a notice, document or information on a website as permitted by these Articles shall state:

• (a) the fact of the publication of the notice, document or information on a website;
• (b) the address of that website and, where necessary, the place on that website where the notice, document or information may be accessed and how it may be accessed; and
• (c) in the case of a notice of a general meeting of members or of a class of members:
  • (i) that it concerns a notice of a meeting served in accordance with this constitution or by order of a court, as the case may be;
  • (ii) the place, date and time of the meeting;
  • (iii) whether the meeting is to be an annual general meeting or an extraordinary general meeting; and
  • (iv) the address of any other website (if such is the case) where procedures as to voting are stated or facilitated.

The notice, document or information referred to in this Article 136 shall be published on that website, in the case of a notice of meeting, throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting, and in any other case the notice, document or information shall be published on the website for a period of not less than 21 clear days from the giving of the notification except that, in the case of the documents referred to in section 338(2) of the 2014 Act, the documents are published on the website until the conclusion of the relevant meeting.

Nothing in this Article 136 shall invalidate the proceedings of a meeting where:

(a) any notice that is required to be published as mentioned in this Article 136 is published for a part, but not all, of the period mentioned in that regulation; and

the failure to publish that notice throughout that period is attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid, including, without limitation, system, telecommunications or power outages."

(b)