Permanent TSB Group Holding — Proxy Solicitation & Information Statement 2019

Mar 29, 2019

Form of Proxy

I/We*, the above mentioned, being an ordinary shareholder(s) of Permanent TSB Group Holdings p.l.c. (the "Company") hereby appoint the Chairman of the Meeting or ______________________________(see note 6 overleaf) as my/our* proxy to vote for me/us* and on my/our* behalf at the annual general meeting of the Company to be held on 14 May 2019 at 11.30 a.m. at the Ballsbridge Hotel, 4 Pembroke Road, Ballsbridge, Dublin 4 and at any adjournment thereof (in each case, as the context so requires, the "Meeting"). I/We* confirm that I/we* have read and agree to be bound by the notes overleaf (which are deemed comprised within the terms of this Form of Proxy). I/We* hereby direct my/our* proxy to vote as follows on the resolutions set out in the Notice convening the Meeting and summarised below and in respect of other resolutions that may arise at the Meeting as the proxy thinks fit.

*please delete as appropriate in each case.

Resolutions 1-6 are proposed as ordinary resolutions. Resolutions 7-11 are proposed as special resolutions.

		For		Against Discretion	Withheld			For	Against Discretion		Withheld (see note 8)
1.	To receive and consider the financial statements and reports of the directors				(see note 8)	4.	To authorise the Directors to determine the remuneration of the Auditors
	and auditors thereon and review the affairs of the Company					5.	To authorise the maximum amount of the aggregate ordinary remuneration of the directors
2.	To receive and consider the Directors' report on remuneration					6.	Authority to allot shares
3.	To re-appoint					7.	Disapplication of pre-emption rights
(a)	Donal Courtney						(allotment of up to 5% for cash, other specified allotments and for
(b)	Eamonn Crowley						legal/regulatory purposes)
(c)	Robert Elliott					8.	Disapplication of pre-emption rights
(d)	Jeremy Masding						(allotment of up to an additional 5% for acquisitions/specified capital investments)
(e)	Julie O'Neill					9.	Authority to purchase own ordinary
(f)	Ronan O'Neill						shares
(g)	Richard Pike						10. Authority to set price range for reallotment of treasury shares
(h)	Andrew Power
(i)	Ken Slattery					11.	Authority to call a general meeting on 14 clear days' notice
(j)	Ruth Wandhöfer
Signed______
Date ________ Only one joint holder to sign. (See notes 4 and 5 overleaf)
	Please detach here

Annual General Meeting of the Company to be held on Tuesday, 14 May 2019 at 11.30 a.m. at the Ballsbridge Hotel, 4 Pembroke Road, Ballsbridge, Dublin 4.

GROUP HOLDINGS P.L.C.

Proxy's name (if applicable) in block letters

Please do not post the attendance card. It should be retained by the member or proxy (if any) and handed in at the shareholders' registration desk at the annual general meeting to facilitate attendance.

Signature of Member/Proxy

Notes

• 1. A member entitled to attend and vote at a general meeting of the Company is entitled to appoint a proxy to attend, speak, ask questions and vote on his or her or its behalf at the Meeting or any adjourned Meeting. A member may appoint more than one proxy to attend, speak, ask questions and vote at the Meeting or any adjourned Meeting in respect of shares held in different securities accounts. A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the shares differently from other shares held by it. A proxy shall be bound by the constitution of the Company. The appointment of a proxy will entitle the proxy to attend, speak, ask questions and vote on the member's behalf at the relevant meeting or at any adjournment of such meeting. A proxy need not be a member of the Company. If you wish to appoint more than one proxy please contact the Registrars of the Company, Link Asset Services, Link Registrars Limited on +353 1 5530050.
• 1. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or in the case of a corporate shareholder any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited at the registered office of the Company at 56-59 St Stephen's Green, Dublin 2, Ireland or, at the member's option, with the Registrars of the Company as follows: by post to Link Asset Services, PO Box 7117, Dublin 2, Ireland or by hand (during normal business hours) to Link Asset Services, 2 Grand Canal Square, Dublin 2, Ireland, so as to be received in each case no later than 48 hours before the time appointed for the Meeting or any adjourned Meeting or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the form must be initialled by the person who signs it.
• 1. Alternatively, subject to the constitution of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned Meeting or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
• i. be submitted by telefax to +353 1 2240700, provided it is received in legible form; or
• ii. be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the AGM page on the Company's website, www.permanenttsbgroup.ie or via the shareholder portal on the Link Asset Services, website www.signalshares.com, entering the company name, permanent TSB Group Holdings plc. You will need to register for Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions thereon; or
• iii. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under CREST Participant ID 7RA08.
• 1. This Form of Proxy must (i) in the case of an individual member be signed or submitted electronically by the member or his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with notes 3(ii) and 3(iii) above.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. If you desire to appoint a proxy other than the Chairman of the Meeting or any adjourned Meeting, please insert the proxy's name in block capitals in the space provided and delete the words "the Chairman of the Meeting or".
• 1. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.
• 1. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Withhold" your vote or give him/her "Discretion" to vote as he/she wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or withhold your vote at his/her discretion. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolutions.
• 1. On any other business which may properly come before the Meeting or any adjourned Meeting and whether procedural and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the Meeting) not specified in the Notice of the Meeting or this Form of Proxy, the proxy will act at his/her discretion.
• 1. The completion and return/submission of this Form of Proxy will not preclude a member from attending and voting in person.
• 1. If you are appointing a proxy other than the Chairman of the Meeting (or any adjourned Meeting) or any other officer of the Company, please provide him/her with the Attendance Card attached hereto to facilitate his/her attendance.
• 1. Only those members registered in the register of members of the Company at 7.00 pm on 12 May 2019 or, if the Meeting is adjourned, at 7.00 pm on the day that falls 48 hours before the time appointed for the adjourned meeting, shall be entitled to attend and vote at the Meeting, or if relevant, any adjournment thereof.