THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

Your attention is drawn to the special arrangements for the Extraordinary General Meeting in response to the coronavirus (COVID-19) pandemic, which are set out in this Circular.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Permanent TSB Group Holdings PLC shares, please forward this Circular and the accompanying Form of Proxy to the purchaser or transferee of such shares or to the broker, custodian or nominee through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

The distribution of this Circular and/or the accompanying documents (in whole or in part) in certain jurisdictions may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

PERMANENT TSB GROUP HOLDINGS PLC

(PTSB or the Company)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Replacement of CREST with Euroclear Bank for electronic settlement of trading in the ordinary shares of Permanent TSB Group Holdings PLC
Amendment of the Articles of Association

Your attention is drawn to the letter from the Chairman of the Company set out on pages 10 to 15 of this Circular, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. You should read this Circular in its entirety and consider whether or not to vote in favour of the Resolutions in light of the information contained in this Circular.

Notice of the Extraordinary General Meeting of Permanent TSB Group Holdings PLC to be held at 56-59 St. Stephen's Green, Dublin 2, D02 H489, Ireland on Friday, 12 February 2021 at 11:00am is set out in this Circular.

The Company is acutely aware of the very challenging and continuously evolving situation currently faced by society in dealing with the Covid-19 outbreak and we are closely monitoring the situation and the measures advised by the Government of Ireland and the Department of Health. The Company has a legal obligation to hold this EGM, and while it is expected that the EGM will proceed as planned on 12 February 2021, it is likely to do so under very constrained circumstances and, on health and safety grounds, shareholders are requested not to attend the EGM in person. The EGM will be held with the minimum quorum in accordance with the Articles of Association of the Company and the Migration Act. Under the Migration Act the quorum for the EGM is at least 3 persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company. In order to avoid unnecessary risk to the Company's shareholders, employees and other attendees the Company recommends that shareholders participate in the EGM by electronic means, including by casting their proxy votes electronically or by post in advance of the meeting. Details of how to do so are set out in further detail in the notes to the EGM notice on page 74 of this Circular.

In light of the aforementioned constrained circumstances, the Company will provide a facility for shareholders to participate in the EGM remotely. Shareholders will be able to listen to the EGM proceedings and submit live written questions relevant to the business of the meeting.

You will need to visit www.permanentsbgroup.ie using your smartphone, tablet or computer. Click on the 'EGM' icon on the homepage and thereafter follow the instructions. To listen to the EGM live you will be prompted to enter your unique 'Login Code' and 'PIN'. Your Login Code is your 11 digit Investor Code (IVC), including any leading zeros. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder and will also facilitate the submission of questions relevant to the business of the meeting. Your IVC can be found on the proxy voting form that was issued to you by post, your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Registrars Limited, by calling +353 1 553 0050. Access to the EGM will be available from 15 minutes before start of event although you will not be able to listen to the audio until the meeting is declared open.

If you wish to appoint a proxy and for them to participate in the meeting on your behalf, please contact Link Registrars Limited on telephone number +353 1 553 0050. Lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday, excluding bank holidays.

If your Shares are held within a nominee and you wish to participate in the meeting, you will need to contact your nominee in order that they can obtain for you, from Link Registrars Limited, our Registrar, your Login Code and PIN for onward transmission to you ahead of the meeting.

A Form of Proxy for use at the EGM is enclosed. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post to the Company's Registrar, Link Registrars Limited, at P.O. Box 1110, Maynooth, Kildare, Ireland (if delivered by post) or at Link Registrars Limited, Level 2, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand) as soon as possible but in any event so as to be received by the Company's Registrar no later than 11:00 am on 10 February 2021. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so.

Alternatively, electronic proxy appointment is also available for the EGM, subject to the terms and conditions of electronic voting, via the internet by accessing the EGM page on the Company's website, www.permanentsbgroup.ie or via the shareholder portal on the Link Registrars Limited, 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. For those shareholders who hold Shares in CREST, a shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar (CREST Participant ID 7RA08).

In each case the proxy appointment must be received electronically by no later than 11:00 am on 10 February 2021. The completion of either an electronic proxy appointment or a CREST Proxy Instruction (as the case may be) will not prevent you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so.

Further instructions on how to appoint a proxy are set out in the notes to the Notice of EGM and on the Form of Proxy.

Important Note

This Circular contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in this Circular with respect to Migration).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Circular may not occur. The information contained in this Circular, including the forward-looking statements, speaks only as of the date of this Circular and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information

contained herein save where indicated in this Circular, whether as a result of new information, future events or otherwise, except to the extent required by a recognised stock exchange, a regulator or by applicable law.

Information in this Circular in relation to the process of Migration and/or Market Migration is based on information contained in the EB Migration Guide, to which the attention of all Shareholders holding Migrating Shares is specifically drawn. The EB Migration Guide has been made available for inspection in the manner outlined in section 6 of Part 1B of this Circular.

In addition, information in this Circular in relation to the service offering available following Migration from Euroclear Bank in the case of EB Participants and from EUI in the case of CDI holders is based on information contained in the EB Services Description and in the EB Rights of Participants Document and the CREST International Manual respectively. All three documents have been made available for inspection in the manner outlined in section 6 of Part 1B of this Circular outlined below.

In all cases the versions of the documents from which information contained in this Circular is drawn is the last published document as of the Latest Practicable Date.

Shareholders intending to hold their interests in Migrating Shares through the Euroclear System or CREST should carefully review the EB Migration Guide, the EB Services Description and the EB Rights of Participants Documents and the CREST International Manual (including any updated versions thereof to the extent they are published after the Latest Practicable Date), together with the additional documentation made available for inspection as set out in section 6 of Part 1B of this Circular and should consider those documents and consult with their broker or other intermediary in making their decisions with respect to their Migrating Shares.

The Company is not making any recommendation with respect to the manner in which Shareholders should hold their interests in the Company prior to, on, or subsequent to, Migration. No reliance should be placed on the contents of this Circular for the purposes of any decision in that regard.

It should also be noted that while the Company is proposing, and the Board is recommending, the Resolutions and, subject to approval of those Resolutions, anticipates consenting and otherwise seeking to fulfil all of the conditions necessary to participate in Market Migration, the Company itself is not directly involved in effecting the process of Migration, which is effected by Euroclear Bank and other relevant parties in conjunction with EUI in accordance with the provisions of the EB Migration Guide and pursuant to the Migration Act.

The date of this Circular is 9 January 2021.

OVERVIEW OF MIGRATION CIRCULAR AND EGM ... 5
SUMMARY GLOSSARY OF KEY TERMS ... 7
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ... 8
Part 1A Letter from the Chairman ... 10
Part 1B Summary of certain key aspects of the Migration ... 16
Part 2 Questions and answers in relation to Migration ... 27
Part 3 Further information provided for the purpose of section 6(1) of the Migration Act ... 34
Part 4 Comparison of the Euroclear Bank and EUI service offerings ... 37
Part 5 Overview of Belgian Law Rights ... 43
Part 6 Overview of CREST Depository Interests ... 49
Part 7 Tax information in respect of Migration ... 52
Part 8 Proposed amendments to the articles of association ... 64
Part 9 Definitions ... 66

Appendix I Notice of an Extraordinary General Meeting ... 71
1 Special resolution within the meaning of sections 4, 5 and 8 of the Migration of Participating Securities Act 2019 ... 71
2 Special resolution for the purposes of the Companies Act 2014 ... 72
3 Ordinary resolution for the purposes of the Companies Act 2014 ... 72

EGM Notice: Notes ... 74
1 COVID-19 ... 74
2 Voting rights and total number of issued shares ... 74
3 Teleconference service ... 74
4 Entitlement to attend and vote ... 75
5 Appointment of proxies ... 75
6 Questions at the EGM ... 76
7 Other resolutions ... 76
8 Information regarding the EGM ... 76

Appendix II Rights of members of Irish incorporated PLCs under the Companies Act 2014 that are not directly exercisable under the Euroclear Bank Service Offering ... 78

OVERVIEW OF MIGRATION CIRCULAR AND EGM

Context

This Circular, and the EGM to which it relates, are necessary to effect a technical change to how, and where, the settlement of trading in our Shares occurs. Settlement is the process that occurs following a trade in our Shares when payment is made and ownership transfers. This change is a consequence of Brexit and will not alter where our Shares are listed or traded. The change affects all Irish companies whose securities are listed and traded in Dublin and/or London.

Executive summary

Because of Brexit, the settlement system relating to trading in our Shares needs to move from CREST in London to Euroclear Bank in Belgium. This will occur by way of participation of our Shares in Migration. Migration is expected to occur on 15 March 2021. However, our Shares will continue to trade in Dublin and London - assuming the Resolutions proposed for the EGM are passed.
For legal reasons (principally, the Irish Migration Act), Migration needs shareholder approval at the EGM. This approval is an important procedural step. Shareholder approval, and our participation in Migration, are a necessity as there is no real choice between Migration and no Migration (or any alternative to Migration).
There is no meaningful alternative to Migration and failure to migrate is expected to fatally damage the Company's ability to retain its stock exchange listing and, importantly, a market for our Shares. Therefore, we are asking all Shareholders to support the Resolutions proposed for the EGM.
In economic terms, your interest in our Shares is largely unaffected by Migration. However, if you hold Shares in uncertificated form, there are changes to what you technically own, how your interest is held, and how you exercise rights related to your Shares. Details of those changes are set out in this Circular and some of those are summarised as follows:
Your ownership of our Shares today becomes, instead, a contractual right to a corresponding interest in a pool of our Shares which are, after Migration, held by Euroclear Bank in Belgium. The same change is separately occurring for all shares of Migrating Irish companies.
Your interest in the pool of our Shares (held by Euroclear Bank in Belgium) is governed and regulated by Belgian law and is, therefore, referred to as the Belgian Law Right.
For those of you who are retail investors and hold your Shares electronically in CREST - through a broker, custodian or nominee - you will continue to hold your interest through that broker, custodian or nominee either in the Euroclear Bank system or through a CDI, depending on the actions taken by that broker, custodian or nominee (see below in relation to trading in our Shares and the impact of holding by way of a Euroclear Bank participant). You should check this with them.
For those of you who are institutional shareholders and hold your Shares electronically in CREST directly in your own name (i.e. as a CREST member), you will continue to be able to hold in CREST but through a CDI (see below in relation to trading in London). Alternatively, you will be able to hold your interests in our Shares in your own name in the Euroclear Bank system provided you are or become a participant in the Euroclear Bank system (see below in relation to trading in our Shares and the impact of holding as a Euroclear Bank participant). If you wish to hold in the Euroclear Bank system but are not or do not become a Euroclear Bank participant, you will need to enter into an arrangement with a broker, custodian or nominee who is a participant, so that they can hold your interest for you.
For those of you who hold your shares in paper (i.e. outside of CREST and in certificated form), there is no change. (However, in coming years, and subject to ongoing discussions as to the details in Ireland, European law requires that all Shares will need to be held electronically and paper holdings will be phased out).
Other changes – including changes to which shareholder rights can be exercised following Migration, and how, are set out in further detail in this Circular.

Finally, as the Company is also listed in London, it has up to now been possible for you to trade our Shares in Dublin and/or London, as you see fit in each case settling through CREST. Following Migration, settlement of trading on Euronext Dublin will take place through the Euroclear Bank system, and settlement of trading on the London Stock Exchange will take place through the CREST system, although as Irish securities cannot directly settle through CREST following the expiry of temporary transitional arrangements post-Brexit, the instrument settling in CREST will be a CREST Depositary Interest or CDI. Therefore, after Migration, where investors wish to trade shares in Irish incorporated companies (such as Shares in the Company) on the London Stock Exchange, they will need to settle that trade through a CDI in respect of the Belgian Law Right. As part of Migration, all Shareholders who have not previously become EB Participants and have not already transferred their holdings from CREST to Euroclear Bank (which can be done up to 12 March 2021) will initially receive a CDI. So, if this is the manner in which you wish to continue to hold your interests, no additional action is required by you. Importantly, a CDI is different to, and enjoys fewer services through CREST than those CREST services which are currently associated with investors' Company Shares today. Details of CDIs and how they work (and how you can move between the Belgian Law Right and a CDI) are set out in further detail in this Circular. As with Migration itself, the CDI is simply a means of settling trades in our Shares which occur on the London Stock Exchange. Changing between Belgian Law Rights and CDIs (and back again) to facilitate trades in Dublin or London, as the case may be, does not directly impact on how our Shares are listed or traded.

What you need to do in relation to the EGM

As indicated above, Migration is a necessary step related to how settlement of trading in our Shares occurs after Brexit and the end of the period for which CREST is authorised to offer settlement services to EU securities.
Failure to migrate would fatally damage the Company's ability to retain its important stock exchange listing and, importantly, a market for our Shares as the absence of electronic settlement of Shares would mean that the Company would cease to meet the eligibility criteria for admission to trading on Euronext Dublin and the London Stock Exchange.
Therefore, we are asking all Shareholders to support the Resolutions proposed for the EGM by voting in favour of all resolutions at the EGM or appointing a proxy to do so on your behalf.

This is a summary only. You should read the whole of this document for additional information in relation to the Resolutions and Migration.

SUMMARY GLOSSARY OF KEY TERMS

The subject matter of this Circular is highly technical and includes a number of terms not commonly used outside the realm of securities settlement infrastructure. The meanings of defined terms used in this Circular are explained at Part 9. However a selection of the principal key terms are summarily explained below.

What is Migration?

Migration is the process of transferring title to uncertificated securities (that is, those which are not held in paper form) (Migrating Shares) of the Company to a nominee (Euroclear Nominees) who will hold them on trust for Euroclear Bank. Migration also entails CREST members who continue to hold through CREST up to the Migration Record Date receiving CDIs for each of their Migrating Shares. The Migration process is expected to occur in respect of all securities in companies participating in Market Migration in a single event starting at the close of business on 12 March 2021 with the effective date for this Market Migration expected to be 15 March 2021.

What is CREST or EUI?

CREST is a settlement system for uncertificated securities, including Irish corporate securities, and is the mandated settlement system in respect of equity trading on the London Stock Exchange. EUI is the operator of the CREST System. Brexit makes the current arrangements between EUI and the Irish corporate securities market untenable, necessitating Migration.

What is Euroclear Bank?

Euroclear Bank is an international central securities depository (CSD) based in Belgium. It is the CSD which has been selected by Euronext Dublin as the market solution for the long-term settlement of Irish corporate securities.

What is a CDI?

CDI stands for CREST Depositary Instrument. A CDI is a security constituted under English law issued by EUI that represents an entitlement to international securities. In the case of PTSB, each CDI issued will reflect the Belgian Law Right related to each underlying Migrating Share. The CDI structure will mean that the Company's Shares will remain eligible for listing and trading on the London Stock Exchange as settlement in respect of trades on the London Stock Exchange will continue to occur in CREST, but via the CDIs rather than via Shares directly.

What is a Belgian Law Right?

On Migration holders of shares in electronic form cease being shareholders, and their interest in Shares is through the "Belgian Law Right". This comprises:

A co-ownership right: An intangible co-ownership right over the fungible pool of securities of the same issue (i.e. with the same ISIN) held in the Euroclear System;
A right of recovery: Participants in the EB System have a proprietary right to receive back the relevant quantity of securities in the event of the bankruptcy of Euroclear Bank;
No attachment: Securities and cash held with Euroclear Bank are by virtue of law immune from attachment by creditors of account holders and any third party.

This is a summary of key terms only. You should read the whole of this document for additional information in relation to Migration.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

IMPORTANT: If the Company fails to meet all required conditions to participate in Migration, including that it has consented to Migration (which requires the prior approval of the Resolutions by Shareholders), the Shares will no longer be eligible for settlement in the CREST System, nor will they be eligible in Euroclear Bank. According to the EB Migration Guide, EUI will cease to provide Issuer CSD Services in respect of ineligible securities, and will suspend and remove ineligible securities from the CREST System, as of the close of business on Thursday, 11 March 2021 and such ineligible securities will thereupon be rematerialised (i.e. re-certificated). This would be expected to materially and adversely impact trading and liquidity in the Company's Shares and put continued admission to trading and listing of the Shares on Euronext Dublin and the London Stock Exchange at risk, as referred to in section 2 of Part 2 of this Circular.

EGM timetable

EVENT	TIME AND DATE
Publication date of this Circular	9 January 2021
Latest time and date for receipt of Forms of Proxy in respect of Extraordinary General Meeting	11:00 a.m. on 10 February 2021
Voting Record Time	07:00 p.m. on 10 February 2021
Time and date of Extraordinary General Meeting	11:00 a.m. on 12 February 2021

Indicative timetable for key migration steps

The further dates below, which relate to Migration, are indicative only, are subject to change, and will depend, amongst other things, on the date to be appointed by Euronext Dublin as the Live Date in accordance with the provisions of the Migration Act.

The Company will give notice of confirmed dates, when known, by issuing an announcement through a Regulatory Information Service. All times relating to Migration in this timetable are subject to subsequent clarification and announcement.

EVENT	TIME / DATE
EUI and Euroclear Bank to announce Migration timetable	February/March 2021
Euronext Dublin to announce Live Date.
It should be noted that the Company has no control over the selection of the Live Date and the timetable for Migration consequent upon it.	Prior to Friday, 12 March 2021
Deadline for passing of Resolutions and filing of form B90 with the Companies Registration Office and Euronext Dublin.	5.00 p.m. on 24 February 2021 or if earlier, 21 days after the passing of the Resolutions
Expected latest time and date for Shareholders who hold their Shares in uncertificated (i.e. dematerialised or electronic) form, and who do not want their Shares to be subject to the Migration, to withdraw the relevant Shares from the CREST System and hold them in certificated (i.e. paper) form.
Shareholders wishing to hold their Shares in certificated (i.e. paper) form prior to Migration taking effect should make arrangements with their broker, custodian or nominee in good time so as to allow their broker, custodian or nominee sufficient time to withdraw their Shares from the CREST System prior to the closing date set out opposite for such CREST withdrawals.	By 12.00 p.m. on Thursday, 11 March 2021 at the latest.
Expected latest time and date for Shareholders who hold their Shares in certificated (i.e. paper) form to deposit the relevant Shares into the CREST System and hold them in uncertificated (i.e. dematerialised or electronic) form so as to ensure that such Shares are subject to Migration.	Expected to be no less than two (2) business days prior to the Live Date

EVENT	TIME / DATE
Shareholders wishing to hold their Shares in uncertificated (i.e. dematerialised or electronic) form prior to Migration taking effect should make arrangements with a broker, custodian or nominee in good time so as to allow their broker, custodian or nominee sufficient time to deposit their Shares into the CREST System prior to the time and date for such CREST deposits.
Expected latest time holders of Shares can transfer their Shares from their account in EUI to an account in Euroclear Bank in which the Shares will be held under Euroclear Bank's service as Investor CSD until Migration. The services described in the EB Services Description will however only become applicable as of the Live Date.	Any time before and until close of business on Friday, 12 March 2021
Latest date for allotments directly to CREST members.	Friday, 12 March 2021
EUI to stop settlement of Irish securities as domestic securities.	6:00 p.m. on Friday, 12 March 2021
Migration Record Date.	7:00 p.m. on Friday, 12 March 2021
Live Date.	Expected to be Monday, 15 March 2021
All Participating Securities in the Company at the Migration Record Date (being the Migrating Shares) are enabled as CDIs in CREST (please see below at Part 6 of this Circular for further information concerning CDIs).	Commencement of trading on the Live Date
All trades conducted on the London Stock Exchange from, and including this date, will settle in CDI form through CREST. The settlement currency for any such trades will be GBP.	Live Date
All trades conducted on Euronext Dublin from, and including this date, will settle through Euroclear Bank.	Live Date
CREST members who wish to move all or part of a CDI holding to an EB Participant can do so by way of a cross-border delivery free of payment.	As of the start of business on the Live Date
Migrating Shares enabled as CDIs in CREST.	8 a.m. on the Live Date

Notes:

The dates specified in this table are indicative dates which the Company currently reasonably anticipates will be the Live Date and the date Migrating Shares are enabled as CDIs in the CREST System. The actual Live Date will be specified by Euronext Dublin in accordance with the provisions of the Migration Act and EUI/Euroclear Bank will confirm the timing of consequent steps. Should the Live Date change or not be as expected, the dates for other actions will change accordingly.
As at the Latest Practicable Date, the expected latest time and date for Shareholders who hold their Shares in certificated form to deposit the relevant Shares into the CREST System and hold them in uncertificated form so as to ensure that such Shares are subject to Migration, is not yet available, but is expected to be a number of days prior to the Live Date. As set out in the EB Migration Guide, the process for stock deposits made into the CREST System prior to Migration will be dependent on the outcome of the review of the CREST Courier and Sorting Service (CCSS), as EUI's current arrangements with TNT (owned by FedEx) for the CCSS are due to terminate in December 2020. EUI has indicated that it will share further information on when the ultimate deadline will be for a stock deposit into EUI prior to Migration.
All references in this table to times are to Dublin, Ireland times.
Please refer to section 3.5.9 of the EB Migration Guide in respect of unsettled trades as at close of business on 12 March 2021.

PART 1A
LETTER FROM THE CHAIRMAN
Permanent TSB Group Holdings PLC
(Incorporated and registered in Ireland under the Irish Companies Act 2014 (as amended) with registered number 474438)

Directors:

Robert Elliott (Group Chairman)
Eamonn Crowley (Chief Executive Officer)
Michael Frawley (Group Chief Risk Officer)
Marian Corcoran (Non-Executive Director)
Donal Courtney (Independent Non-Executive Director)
Paul Doddrell (Non-Executive Director)
Ronan O'Neill (Independent Non-Executive Director)
Andrew Power (Independent Non-Executive Director)
Ken Slattery (Independent Non-Executive Director)
Ruth Wandhöfer (Independent Non-Executive Director)

Company secretary:
Conor Ryan

Registered office:
56-59 St. Stephen's Green,
Dublin 2,
D02 H489

9 January 2021

Replacement of CREST with Euroclear Bank for electronic settlement of trading in the ordinary shares of Permanent TSB Group Holdings PLC, amendment of the Articles of Association and Notice of Extraordinary General Meeting

Dear Shareholder

1 INTRODUCTION

The purpose of this Circular is to convene an extraordinary general meeting of the Company in order to approve certain resolutions which are necessary to ensure that in the aftermath of Brexit and the expiry of temporary transitional arrangements, Shares in the Company can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and further remain eligible for continued admission to trading and listing on those exchanges.

Continued access to electronic settlement, and approval of the Resolutions set out in this Circular, are critical to enable continued trading and liquidity in the Company's Shares and the Board believes that they are therefore crucial to the interests of the Company and its Shareholders as a whole. The Board strongly urges Shareholders to review the contents of this Circular in their entirety and consider the Board's recommendation to vote in favour of the proposed resolutions.

In order for trading in shares to be settled electronically, the shares must be in uncertificated form. Approximately, 24.834% of the Company's issued share capital is held in uncertificated (i.e. dematerialised or electronic) form as at the Latest Practicable Date. These dematerialised shares are not represented by any share certificates and nor do they need to be transferred by the execution of a written stock transfer form. Instead, they are currently transferred by operator instructions issued through the CREST System, which is the London-based securities settlement system operated by Euroclear UK & Ireland Limited (being EUI).

For investors who hold their Shares in paper form (i.e. outside of CREST and in certificated form) and wish to continue to hold your Shares in paper form, Migration does not change the manner in which you hold and continue to hold your Shares and there are no Migration steps to be taken by you regarding your Shares. However, we nonetheless ask for your support and strongly encourage you to vote in favour of each of the Resolutions proposed for the EGM (further details of which are included at paragraph 2 of Part 1A of this Circular) as Migration is in the interests of all our investors.

2
11

Brexit – impact on current settlement system

The regulation of central securities depositaries, which operate securities settlement systems, is harmonised across the EU. As a result of the withdrawal of the United Kingdom from the EU (Brexit), EUI will, at the end of the Brexit transition period on 31 December 2020, no longer be subject to EU law. On 25 November, 2020 the European Commission granted temporary third-country equivalence to EUI for the period to 30 June, 2021. Accordingly, it is expected that the CREST System will cease to be available for the settlement of trades in Participating Securities with effect from 30 June 2021. The expected timing for Migration however is mid-March, 2021.

By way of background, in December 2018, Euronext Dublin announced that, based on the analysis it had carried out of four possible CSD options for settlement post-Brexit, Euroclear Bank, with a Belgian-based model, had been selected to replace EUI as the long-term CSD for Irish securities settlement. At the date of this Circular, no alternative securities settlement system authorised to provide settlement services in respect of Irish securities has been actively engaging with Irish market participants to facilitate the transition of Irish shares to its settlement system. As a result, no alternative securities settlement system to the Euroclear System is expected to be available for the electronic settlement of trades in the Company's Shares on or before Migration.

Effecting Migration – shareholder approvals required

To facilitate a common migration procedure from the CREST System to the settlement system of an alternative CSD, which is authorised for the purposes of CSDR for all Irish listed companies whose shares are currently held and settled through the CREST System, the Oireachtas (the Irish Parliament) enacted the Migration Act. To participate in the migration procedure under the Migration Act, eligible companies must, among other requirements, pass certain shareholder resolutions prior to 24 February 2021 at a general meeting of its shareholders.

As it is essential for the Company that electronic settlement of trading of its Shares can continue on Euronext Dublin and on the London Stock Exchange, the purpose of the EGM is to consider, and if thought fit, approve a number of resolutions which are intended to facilitate the migration of the Company's Participating Securities from the CREST System to the settlement system operated by Euroclear Bank SA/NV, an international CSD incorporated in Belgium (being Euroclear Bank and the Euroclear System), in the manner described in this Circular (being Migration) and to make certain other associated changes to the Company's Articles of Association. Subject to the approval of the Resolutions, it is intended that Migration of the Company's Shares will occur as part of Market Migration, which is expected to occur in mid-March 2021. For further information, please see the section of this document entitled 'Expected Timetable of Principal Events'.

Consequences of non-participation in Migration

If the Resolutions are not passed, and the Company does not participate in Migration, all Participating Securities in the Company will be required to be rematerialised into certificated (i.e. paper) form and Shareholders and other investors will no longer be able to settle trades in the Shares electronically. This would be expected to materially and adversely impact on trading and liquidity in the Shares as it would result in significant delays for Shareholders and investors wishing to sell or acquire Shares in certificated (i.e. paper) form. It would also put at risk the continued admission to trading and listing of the Shares on Euronext Dublin and the London Stock Exchange as the absence of electronic settlement of Shares would mean that the Company would cease to meet the eligibility criteria for admission to trading on Euronext Dublin and the London Stock Exchange. The Company believes that the failure to participate in Migration would have a material adverse impact on liquidity in, and could have a material adverse impact on the market value of, the Shares as well as the relative attractiveness of the Shares for investors.

Impact of Migration on the ongoing business of the Company

Neither Migration, nor the proposed changes to the Articles of Association of the Company referred to below, are expected to impact on the on-going business operations of the Company. The Company will remain headquartered, incorporated and resident for tax purposes in Ireland. The nature and venue of the stock exchange listings of the Company will not change in connection with Migration. The Company does not expect that Migration will result in any change in the eligibility of the Company for the indices of which it is a constituent as of the date of this Circular.

RESOLUTIONS PROPOSED FOR CONSIDERATION AT THE EGM

Resolution 1 – Shareholders’ Consent to the Migration

Resolution 1 is being proposed in order to satisfy the requirement in sections 4, 5 and 8 of the Migration Act that the Shareholders of the Company pass a special resolution to approve of the Company giving its consent to Migration. Unlike a special resolution provided for in the Companies Act, the Migration Act requires that this special resolution be approved at a general meeting at which there is in attendance at least three (3) persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company. While the Migration Act is silent on the approval threshold, Resolution 1 is being proposed by the Board on the basis that it must be approved of by 75% or more of votes properly cast, in person or by proxy at the EGM.

If Resolution 1 is approved, the consent of the Company to Migration will, subject to Market Migration proceeding, be given by a resolution of the Board (or a committee thereof), notice of which shall be published via an announcement through a Regulatory Information Service prior to the Live Date.

Resolution 2 – Approval and Adoption of New Articles of Association of the Company

Resolution 2 is being proposed as a special resolution for the purposes of the Companies Act as it seeks to approve and adopt new Articles of Association of the Company to facilitate the new arrangements required as a result of Migration and to take account of changes introduced by the Migration Act. The adoption of Resolution 2 is subject to the approval of Resolution 1.

An explanation of the proposed changes to the Articles of Association is contained in Part 8 of this Circular. These changes will include an amendment to the Articles of Association of the Company so as to allow the Directors to take all steps necessary to implement Migration including, where considered necessary or desirable, the appointment of an agent to effect Migration on behalf of all holders of relevant Participating Securities in the manner described in more detail in Part 8 of this Circular.

A copy of the Articles of Association in the form amended by Resolution 2 (marked to highlight the proposed changes) is available and (will be so available until the conclusion of the EGM) on the Company's website (www.permanentsbgroup.ie), at its registered office and at the offices of A&L Goodbody, Augustine House, 6A Austin Friars, London EC2N 2HA, United Kingdom and will also be available at the EGM for at least fifteen minutes before, and for the duration of, the EGM. In accordance with applicable regulations and public health guidelines in force in Ireland and the UK in connection with Coronavirus (COVID-19), we request Shareholders not to attend at the Company's offices or at the offices of A&L Goodbody but instead to inspect the Articles of Association on the Company's website.

Resolution 2 is being proposed on the basis that it must be approved by 75% or more of votes properly cast, in person or by proxy, at the EGM. If approved by Shareholders, the Articles of Association in the form amended by Resolution 2 will be effective on the passing of Resolution 2.

Resolution 3 - to give effect to aspects of the Migration

As Migration envisages the issue of CDIs which cannot be implemented without the cooperation of Euroclear and EUI, the Company is seeking shareholder approval by way of an ordinary resolution to authorise the Directors to take all necessary steps, in accordance with the Company's Articles of Association as amended, to give effect to Migration, including the migration described in and as envisaged by the EB Migration Guide, and including where considered necessary or desirable, by the execution of one or more agreements appointing any necessary parties to act as the agents of the holders of the Migrating Shares in order to effect Migration.

Resolution 3 will authorise and instruct the Company to take any and all actions which the Directors, in their absolute discretion, consider necessary or desirable to implement Migration and/or the matters in connection with Migration referred to in this Circular (including the procedures and processes described in the EB Migration Guide as amended from time to time), including appointing any necessary parties to act as the agents of the holders of Migrating Shares in order to implement the Migration and/or the matters in connection with Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide as amended from time to time). The adoption of Resolution 3 is subject to the approval of Resolutions 1 and 2.

3 OTHER INFORMATION

You should read this Circular in its entirety. In particular Part 1B of this Circular summarises:

(a) how Migration will affect the rights of registered Shareholders, and the form through which shareholdings in the Company are held;
(b) how the rights and services accessible to uncertificated shareholders following Migration (provided through the Euroclear System and through CREST in respect of CDIs) differ from those currently provided;
(c) further background relating to Migration;
(d) the implementation of Migration;
(e) certain regulatory matters, including certain company law provisions relevant to Migration; and
(f) where and how to inspect display documents relating to Migration.

Nothing in this Circular constitutes legal, tax or other advice, and if you are in any doubt about the contents of this Circular, you should consult your own professional adviser(s).

In addition:

Part 2 sets out a questions and answer section in relation to Migration.

Part 3 provides further information for the purpose of section 6(1) of the Migration Act.

Part 4 sets out a comparative summary of the Euroclear Bank Service Offering to EB Participants and the EUI Service Offering to CDI holders, each for Irish securities.

Part 5 of this Circular contains further information on Belgian Law Rights relevant to a holding in the Euroclear System and Part 6 provides an overview of CDIs.

Part 7 of this Circular contains certain information in relation to the tax impact of Migration (as referred to therein, as at the Latest Practicable Date, legislation is expected to be enacted in Ireland to provide that Migration is a tax neutral event for Shareholders and that the Irish taxation regime subsequently applying is not materially different from that currently applying).

Part 8 contains a description of the proposed changes to the Articles of Association of the Company to take account of Migration and otherwise as explained in Part 8.

Defined terms used in this Circular are explained in Part 9.

The Notice of the Extraordinary General Meeting is set out at the end of this Circular in Appendix I.

Appendix II contains a list of those rights of members of Irish incorporated PLCs under the Companies Act that are not exercisable under the EB Services Description.

PUBLIC HEALTH GUIDELINES AND THE EGM

The well-being of our Shareholders and our people is a primary concern for the Directors. We are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the conduct of the EGM. There will likely be very limited ability to attend the EGM in person and we would therefore encourage Shareholders to submit their Form of Proxy to ensure they can vote and be represented at the EGM. By submitting a Form of Proxy in favour of the chairman of the EGM you can ensure that your vote on the Resolutions is cast in accordance with your wishes without attending in person. The EGM will be held with the minimum quorum in accordance with the Articles of Association of the Company and the Migration Act. Under the Migration Act the quorum for the EGM is at least 3 persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in this Circular, will be announced via a Regulatory Information Service and will be available on www.permanenttsbgroup.ie.

In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

5 ACTION TO BE TAKEN

The formal Notice of EGM appears at Appendix I of this Circular, and this letter, at paragraph 2 above, explains the 3 items to be transacted at the EGM.

As you will be aware, the EGM is convened against the backdrop of the ongoing COVID-19 pandemic. Accordingly, in light of current public health guidelines related to COVID-19 and the importance of the health and safety of Shareholders, staff and others, Shareholders are asked not to attend the EGM in person and instead:

(a) to vote: avail of the proxy voting service by completing, signing and returning your Form of Proxy as soon as possible but, in any event, so as to reach Link Registrars Limited by 11a.m. on 10 February 2021. I would urge all Shareholders, regardless of the number of Shares that you own, and regardless of whether you hold or wish to continue to hold your Shares in certificated form (i.e. paper) or electronically, to vote in this manner. Alternatively, Shareholders may register their proxy appointment and voting instructions electronically via the internet, or, where they hold their Shares in the CREST System, through the CREST Electronic Proxy Appointment Service. Further details of how to do this are provided in the notes section at the end of the Notice of EGM in Appendix I of this document;

(b) to raise questions: that you submit any questions that you would like to raise and/or might otherwise have raised in person at the EGM in writing by email to [email protected] no later than 12 noon on 10 February 2021 or by sending a letter and evidence of your shareholding at least four (4) business days prior to the EGM by post to the Company Secretary at the Company's registered office. The procedures for doing so are described in more detail in the notes to the Notice of the EGM. Alternatively, questions can also be submitted during the meeting by those shareholders who choose to attend electronically by using the messaging functionality available; and

(c) to listen to and/or put questions to the business of the EGM: avail of the teleconferencing facilities provided by the Company for this purpose. The details for accessing and registering for such facilities will be provided on the Company's website, http://www.permanentsbgroup.ie, in advance of the EGM. Please note that this facility will allow you to listen to the business of the EGM and submit questions or points only, you will not be able to use this facility to speak or vote (as noted above, voting is facilitated through the proxy service).

6 MATTERS WHICH REMAIN TO BE CLARIFIED

There are a number of matters which remain to be clarified in connection with Migration and which are relevant for all Irish companies whose shares are admitted to trading on a market of Euronext Dublin or the London Stock Exchange.

(a) Taxation: the Finance Bill 2020, which contains tax provisions intended to ensure the tax neutrality of the migration of securities in Irish registered companies currently held through the CREST System to the Euroclear System has not yet been enacted (see section 1 of Part 7 of this Circular for further information in this regard).

(b) Brexit Omnibus Act: the Brexit Omnibus Act which deals with Migration related changes to company law has been enacted on 10 December, 2020 but has not yet commenced (see section 5 of Part 1B of this Circular for further information in this regard).

(c) DWT exemption services: Certain Shareholders are exempt from DWT, enabling them to claim DWT relief at source on submission of relevant declarations of entitlement. It is understood that Euroclear Bank is a Qualifying Intermediary for the purposes of DWT, enabling it to offer an at source tax service in respect of Shares in Euroclear Bank. It is understood that EUI is in the process of applying for Qualifying Intermediary status, which would, if completed, enable it to offer an at source tax service in respect of the CDIs. However as at the Latest Practicable Date, there is no detailed information available in respect of either the status of EUI's Qualifying Intermediary registration or the related services which may be provided in respect of CDIs.

(d) Euro dividend currency elections: EUIs current arrangements for euro settlement with the ECB are scheduled to expire on 29 March 2021. While EUI was seeking permission from the ECB to retain access to TARGET2 following the expiry of the existing arrangements, on 2 December 2020 EUI advised that it will not be able to continue to settle in euros under the current arrangements from 29 March, 2021. While this does not directly impact on PTSB's share trading as its Shares already trade and settle in GBP on the London Stock Exchange, based on information currently available it appears that the additional impact of this will be that it will no longer be possible for CDI holders to elect to receive a dividend in euro through the CREST system. The distribution currency typically used by PTSB is euro but with sterling and euro currency elections made available to Shareholders. In the absence of alternative arrangements being put in place, the euro currency election would no longer be available.

(e) Final market Migration related documentation: Migration is an event which is unprecedented in the Irish market and the steps and mechanism involved, as articulated by Euroclear Bank, are complex. While it is understood that the documentation referred to at section 6 of Part 1B of this Circular sets out the arrangements applicable to Migration and the settlement and clearing systems, and services as they will operate for our Shares following Migration, it is possible (and in the case of CDIs expected) that these arrangements will continue to evolve, either before Migration occurs, or in the subsequent period. In addition the date for Migration has not yet been finally determined by Euronext Dublin and may change from the expected date.

7 RECOMMENDATION

The Board is not making any recommendation with respect to the manner in which Shareholders should hold their interests in the Shares of the Company prior to, on, or subsequent to, Migration. Shareholders should make their own investigation in relation to the manner in which they may hold their interests in the Company at such times. Shareholders intending to hold their interests in Migrating Shares through the Euroclear System through Belgian Law Rights or through the CREST System through CDIs should carefully review the EB Migration Guide, the EB Services Description, the EB Rights of Participants Document, the CREST International Manual and the CREST Deed Poll (including any updated versions thereof to the extent they are published after the Latest Practicable Date), together with the additional documentation made available for inspection as set out in section 6 of Part 1B of this Circular and should consider those documents in making their decisions with respect to their Migrating Shares. Nothing in this Circular constitutes legal, tax or other advice, and if you are in any doubt about the contents of this Circular, you should consult your own professional adviser.

The impact of Migration on shareholder rights, trading flows, liquidity, share custody costs, the nature, range and cost of corporate services, and the ease and ability for underlying Shareholders to exercise their economic rights, and the costs of so doing are not expected to be an improvement from the CREST System.

Nevertheless and notwithstanding the matters described above which remain to be clarified in advance of Migration, in order to ensure that in the aftermath of Brexit and the expiry of certain temporal transitional arrangements, electronic trading of the Company's Shares may continue to be settled in a legally compliant manner under EU law, and to ensure ongoing compliance with the electronic share trading requirements for listing on Euronext Dublin and the London Stock Exchange, the Board of Directors believes that each of the Resolutions is in the best interests of the Company and its Shareholders as a whole and the Board of Directors unanimously recommends that you vote in favour of each of these Resolutions, as they intend to do so themselves in respect of all of the Shares held or beneficially owned by them (as at the Latest Practicable Date the Board held, in aggregate 76,504 Shares representing approximately $0.017\%$ of the issued ordinary share capital of the Company on that date).

Yours faithfully,

Robert Elliott
Chairman

PART 1B

SUMMARY OF CERTAIN KEY ASPECTS OF THE MIGRATION

1 AN EXPLANATION OF HOW MIGRATION WILL AFFECT THE RIGHTS OF MEMBERS AND THE FORM OF SHAREHOLDINGS IN THE COMPANY

Background and context

Currently, anyone acquiring Participating Securities through the CREST System in accordance with the Irish Crest Regulations, can either have the Participating Securities registered in its own name in the Company's Register of Members, if it is a CREST member, or, if it is not a CREST member, it can arrange for a broker, custodian or nominee which is a CREST Member to hold the Participating Securities on its behalf, in which case the broker, custodian or nominee will be registered as the holder of the Participating Securities in the Company's Register of Members. In both cases, the owner of the Participating Securities is able to exercise all rights attaching to the Participating Securities either directly as the registered shareholder or indirectly through instructions given to the relevant broker, custodian or nominee shareholder in accordance with the terms of the private contract entered into with the custodian.

Migration will entail all of the uncertificated (i.e. dematerialised) Shares which are held in electronic form on the Migration Record Date moving from EUI's CREST System to the nominee of the Euroclear Bank, Euroclear Nominees. Therefore, on completion of Migration, there will be a single nominee shareholder, Euroclear Nominees, holding all of these Shares on behalf of the Holders of Participating Securities on the Migration Record Date, subject to the rules and procedures of the Euroclear System. Under the Euroclear System, pursuant to Royal Decree No. 62, Belgian Law Rights (each term as defined in Part 5 of this Circular) representing any Shares admitted to the Euroclear System will automatically be granted to participants in the Euroclear System (being EB Participants). The Belgian Law Rights will entitle EB Participants to direct the exercise of certain rights relating to the Shares in accordance with the terms of the EB Services Description. Existing Shareholders that are entitled to become EB Participants will be able to hold the Belgian Law Rights directly. Existing Shareholders which are not entitled to become EB Participants but who wish for their Shares to be admitted to the Euroclear System will either need to make arrangements for an existing EB Participant to hold the Belgian Law Rights as a custodian on their behalf, or hold their Shares through CDIs, as described below (in which case the CREST Nominee will act as EB Participant). Further information on the Belgian Law Rights which will be issued to EB Participants is set out in Part 5 of this Circular.

As noted, following Migration, transactions in Shares resulting from trades on Euronext Dublin will settle through the Euroclear System and transactions in the Shares resulting from trades on the London Stock Exchange will settle through CDIs in the CREST System. A CDI is a security constituted under English law issued by EUI that represents an entitlement to international securities. CDIs are a technical means by which interests in Shares can be held in the CREST System as an alternative to holding Belgian Law Rights directly as an EB Participant. CDIs will allow a Shareholder to continue to hold interests in the CREST System (albeit indirectly) and to settle trades in the Shares conducted on the London Stock Exchange. Further information on CDIs is set out in Part 6 of this Circular.

Migration - process

On Migration, CDIs will be issued in respect of all of the Shares held in electronic form by CREST members (i.e. Participating Securities) on the Migration Record Date. While the underlying Shares will be admitted to the Euroclear System, the CDIs will entitle CREST members to direct the exercise of certain rights relating to the Shares, through the interface of the CREST System, in accordance with the EB Services Description and the CREST International Manual. These CDIs will represent the Participating Securities deposited in the Euroclear System. In its book entry system, Euroclear Bank will record all of the deposited Participating Securities as being in the account of the CREST Nominee. The CREST Nominee is nominee of the CREST Depository for the purpose of creating CDIs. Please see below at Part 6 of the Circular this Circular for further information concerning CDIs.

It will be for each Shareholder to decide whether, following Migration, it will hold the new Belgian Law Rights as EB Participants or hold its interest in the Participating Securities by way of CDIs representing those Belgian Law Rights related to each underlying Participating Security (in each case, directly or through that Shareholder's broker or custody arrangements). Please see paragraph 2 of this Part 1B of the Circular for further information.

In all cases the rights of EB Participants (which will include CIN (Belgium) Limited – the CREST Nominee - which is the EB Participant in respect of the shares underlying the CDIs) in respect of shares will be governed by Belgian law and Belgian contractual and statutory rights (see Part 5 of this Circular) and the services available to EB Participants and to CDI holders will be governed by the EB Services Description and, additionally in the case of CDIs, the CREST International Manual.

Shares held in certificated (i.e. paper) form will not be directly affected by Migration and can remain, for holding purposes, outside a CSD.

Under the Company's existing settlement arrangements with EUI, when trades in Participating Securities are settled through the CREST System, electronic instructions are issued through the CREST System in accordance with the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended) (being the Irish CREST Regulations), which results in a change in the Company's Register of Members in order to reflect the transfer of legal title. When trades in securities are settled through the Euroclear System, there will be no change in the Company's Register of Members in order to reflect a transfer of legal title. It is a key difference between the Euroclear System and the CREST System that the Euroclear system is an 'intermediated' or 'indirect' system, under which the rights of participants in the Euroclear System (being EB Participants) are governed by Belgian law. For so long as securities remain in the Euroclear System, Euroclear Bank's nominee, Euroclear Nominees Limited (Euroclear Nominees), will at all times be recorded in the Company's Register of Members as the holder of the relevant Shares. Trades in the securities (but not in the CDIs, in respect of which trading will result in no change in Euroclear Bank's book-entry system) will instead be reflected by a change in Euroclear Bank's book-entry system, as detailed in Part 5 of this Circular rather than in the Company's Register of Members. A holder must become an EB Participant (or have access to an EB Participant as custodian) for its holding to be recorded in Euroclear Bank's book-entry system. The rights of EB Participants in respect of the Participating Securities will be governed by a Belgian law-governed contract specified in Euroclear Bank's Terms and Conditions governing use of Euroclear including the Operating Procedures of the Euroclear System (being EB Operating Procedures), the EB Services Description and Royal Decree No. 62, In the case of, for example, retail shareholders who are not currently members of CREST and whose Shares are registered in the name of a CREST member (such as a broker, custodian or nominee which is a CREST member), the structure of Shareholding in the Euroclear System will have a number of practical similarities with their experience of current CREST arrangements.

Unlike the private contract which an owner of a Share can currently enter into with a custodian which has agreed to hold Shares on the owners behalf in the CREST System, neither the EB Operating Procedures, nor the EB Services Description are capable of being varied to suit an individual owner of the Shares. The EB Operating Procedures, the EB Services Description and the EB Rights of Participants Document are governed by Belgian law. Furthermore, the services available under the Euroclear System in respect of the exercise of shareholder rights as set out in the EB Services Description are limited and this means that the rights exercisable by an owner of Shares will not be as extensive as is currently the case for a person holding Participating Securities in the CREST System pursuant to the Irish CREST Regulations.

The effect of Migration on the rights of members and how they may be exercised is described below.

Range of rights and services available through the Euroclear System

Holders of Participating Securities should read the EB Rights of Participants Document and the EB Services Description, which are available for inspection as explained in section 9 below. In particular, holders of Participating Securities need to be aware that in addition to its services with respect to the settlement of trades in shares, Euroclear Bank is offering to facilitate the exercise of rights by EB Participants as set out in the EB Services Description but this offering does not include the exercise of certain rights available to members. Appendix II of this Circular contains a list of shareholder rights that are not directly exercisable under the EB Services Description. It will however be possible for these rights to remain capable of being exercised by a Shareholder holding in certificated (or paper) form, including following a withdrawal of the relevant shares from the Euroclear System as described at Question 18 of Part 2 of this Circular. In seeking to effect such a withdrawal for the direct exercise of such rights, Holders of Participating Securities should be aware that in order to comply with Article 3(2) of CSDR, settlement of trades in Shares that have been withdrawn from the Euroclear System to be held in certificated (i.e. paper) form has to take place within a CSD and consequently any subsequent sale of such positions will necessitate the shares being redeposited into either the Euroclear System or CREST System as appropriate. It should be noted that, as a result of EU regulatory reform effective from 2023, listed Irish PLCs will be required to arrange for their transferable securities to be represented in

book-entry (uncertificated) form only. The future ability to exercise rights as a registered holder after 1 January 2023 (for newly issued Shares) and 1 January 2025 (for all Shares) will depend on legislative changes which have not yet been proposed or determined by the relevant authorities. Please see paragraph 5 below for further information on possible legislative changes.

In addition to the rights of members generally, the effect of Migration for holders of certificated Shares and holders of Participating Shares (i.e. holders of uncertificated shares) is as set out below.

Effect of Migration - Holders of certificated Shares (i.e. shareholders with paper share certificates)

The legal effects of Migration for holders of certificated Shares can be summarised as follows:

Shareholders holding a direct interest in Shares in certificated (i.e. paper) form on the date on which Migration (being the Migration Record Date) will continue to do so after the Live Date, without any further action being required.
Migration will not affect the manner in which they hold their Shares or exercise their rights. No new share certificates will be issued in connection with Migration.

This will also be the case for Shareholders that currently hold their Shares in the CREST System but who withdraw their Shares from the CREST System and hold them in certificated (i.e. paper) form prior to the latest time for doing so prior to Migration.

Shareholders who wish to deposit Shares currently held in certificated (i.e. paper) form into the CREST System, in order that the Shares are subject to Migration, should either become a CREST member themselves or make arrangements with their broker, custodian or nominee in good time so as to allow their broker, custodian or nominee sufficient time to deposit their Shares into the CREST System by the closing date for CREST deposits prior to Migration. Such Shareholders will then receive CDIs on Migration, as further referred to below.

As is the case currently, in the event that Shareholders holding certificated Shares wish to settle a trade in their Shares on Euronext Dublin or the London Stock Exchange they will need to arrange for such Shares to be dematerialised (which can be done through, and subject to the terms and conditions of, their broker, custodian or other CREST member).

As of the Latest Practicable Date, approximately 75.166% of the issued share capital of the Company is held by Shareholders who hold in certificated or paper form. These Shareholders, who are not directly impacted by Migration, represent approximately 98.573% in number of the total registered Shareholders in the Company.

Effect of Migration - Holders of Participating Securities (i.e. holders of uncertificated shares)

For Holders of Participating Securities, the immediate legal effects of Migration can be summarised as follows:

Title to all Participating Securities on the Migration Record Date will become vested in Euroclear Nominees (which is incorporated in England and Wales).
Euroclear Nominees will be entered into the Register of Members of the Company as the holder of all Participating Securities.
Furthermore, CDIs will be issued in respect of all of the Shares held in electronic form to the CREST members on the Migration Record Date. Once the CDIs have been issued, the relevant CREST members will then be able to either continue to hold through CDI or, subject to being, becoming, or having a custody relationship with, an EB Participant, will be able to hold via Belgian Law Rights through the Euroclear System or withdraw their Shares into certificated (i.e. paper) form.
Holders of Participating Securities on the Migration Record Date (being Former Holders) will no longer have direct rights as members of the Company in respect of such Participating Securities. In addition, holders in the Euroclear System will be required to utilise the services offered by Euroclear Bank in relation to the exercise of their rights as EB Participants (to the extent such services so provide). Holders of CDIs will be required to utilise the services offered by EUI in relation to the exercise of their rights as holders of international

securities. The services which can be availed of through the Euroclear System in respect of the exercise of shareholder rights are limited in nature. This means that the rights exercisable by EB Participants or through CDIs in respect of these securities will not be exercisable directly by the Former Holder as is today the case for a person directly holding Participating Securities in the CREST System pursuant to the Irish CREST Regulations.

Belgian Law Rights representing the securities deposited in the Euroclear System will automatically be granted to EB Participants, pursuant to Royal Decree No. 62.
Only EB Participants can directly give instructions to exercise the foregoing rights of members and avail of the foregoing services in respect of such Participating Securities. Unless a Former Holder is or has become an EB Participant, the Former Holder will need to appoint an EB Participant to act on its behalf (and it is possible that the contractual relationship between the owner of an interest in Participating Securities and the relevant EB Participant may provide for the exercise of such member rights and services to the extent offered by Euroclear Bank).
The rights of EB Participants to securities deposited in the Euroclear System, as well as the services being provided by Euroclear, are governed by Belgian law and Belgian contractual and statutory rights summarised in Part 5 of this Circular.
The existing CREST arrangements for domestic securities applicable at the time of Migration to Participating Securities will cease to apply but where a CREST member continues to hold CDIs it will be able to settle transactions in CREST.
Shareholders who wish to withdraw their Shares from CREST and hold them in certificated (or paper) form so that they do not participate in Migration can do so and should liaise with their broker, custodian or nominee in relation to such withdrawal.
Shareholders who wish to transfer their Shares from their account in the CREST System to an account in Euroclear Bank prior to Migration can do so (in which event all the characteristics of a holding through the Euroclear System will apply to them prior to Migration but their ability to avail of the services available under the EB Services Description will only commence on Migration). Any such Shareholders must either be or become an EB Participant or appoint an EB Participant to act on their behalf.
Information concerning the process for withdrawing securities from Euroclear Bank post Migration is contained in the EB Services Description and is set out in Question 18 in Part 2 of this Circular. It is expected that entry of the transferee on the Register of Members of the Company can be effected within one (1) business day from receipt of a valid withdrawal, although it may take up to ten (10) business days after entry for the transferee to receive a share certificate, and entry in the Register of Members is prima facie evidence of a shareholding under Irish law.
Information on becoming an EB Participant is contained in Question 8 in Part 2, and paragraph 2 of Part 3 of this Circular and in the EB Services Description.

2 AN EXPLANATION OF HOW THE RIGHTS AND SERVICES ACCESSIBLE TO UNCERTIFICATED SHAREHOLDERS FOLLOWING MIGRATION (PROVIDED THROUGH THE EUROCLEAR SYSTEM AND THROUGH CREST IN RESPECT OF CDIs) DIFFER FROM THOSE CURRENTLY PROVIDED.

Holders of Participating Securities are strongly urged to read the EB Rights of Participants Document and the EB Services Description, which are available for inspection as explained in section 9 below. In particular, Holders of Participating Securities should note that the Euroclear Bank service offering in respect of Irish securities differs from that which is provided by CREST in respect of Irish securities pre-Migration. The service offering from CREST in respect of CDIs is also different from that which is provided by CREST in respect of Irish securities pre-Migration.

Common corporate actions

Part 4 of this Circular contains a high level comparison of certain elements of the service offering which will be available following Migration in relation to common corporate actions. In general terms there will be earlier deadlines for action

(including deadlines for the submission of proxy instructions and restrictions on the withdrawal of proxy instructions by holders) than would currently apply and different procedural requirements (in some cases potentially more onerous) than currently apply but the ability to vote electronically, to receive dividends and to participate in share issuances will be preserved in accordance with the terms of the service offering. Shareholders are strongly encouraged to consult the EB Migration Guide, the EB Services Description, the EB Rights of Participants Documents and the CREST International Manual (including any updated versions thereof to the extent they are published after the Latest Practicable Date), together with the additional documentation made available for inspection as set out in section 6 of Part 1B of this Circular and should consider those documents in making their decisions with respect to their Migrating Shares.

Stock Lending

In particular, persons engaged in stock lending and borrowing transactions in Shares, as currently facilitated as part of the EUI CREST service offering, should note that such services do not form part of the EB Services Description. Persons who wish to lend and borrow shares in the Company after Migration may seek to register for Euroclear Bank's automated Securities Lending and Borrowing programme or use one of the other services of Euroclear Bank that can achieve an equivalent effect. It is important for Shareholders to note that the foregoing change in service offering will have an impact on any stock lending and borrowing transactions in Shares that remain outstanding as at the Live Date. The CREST stock lending and borrowing service will remain available to CREST participants holding CDIs through the CREST System subject to guidance to be provided by EUI in relation to the management of open euro transactions where there is a cessation of euro settlement.

Holding an interest in Participating Securities indirectly in the form of CDIs

In order to facilitate trading of Shares on the London Stock Exchange and to ensure an orderly transfer to the intermediated Euroclear model, Euroclear will have arranged with EUI for CDIs to be issued to the former holders of Participating Securities as of the Migration Record Date on the Live Date. These CDIs will represent the Participating Securities deposited in the Euroclear System. In its book entry system, Euroclear Bank will record all of the deposited Participating Securities as being in the account of the CREST Nominee. The CREST Nominee is an EB Participant and is nominee of the CREST Depository for the purpose of creating CDIs. The CREST Depository's relationship with CREST members is governed by the CREST Deed Poll. CDIs may also be of assistance for holders of Participating Securities who do not qualify as, or do not have a custody relationship with an entity which is, an EB Participant. A Former Holder may then, at its own discretion, therefore continue to hold the CDIs issued on Migration, or transfer its holding to an account of an EB Participant in Euroclear Bank on a free-of-payment basis. Further information in relation to CDIs is set out in Part 6 of this Circular and a summary comparing the service offering of EUI with respect to CDIs and Euroclear Bank to EB Participants through the Euroclear System is set out at Part 4 of this Circular.

The practical result of Migration taking effect will be that all Migrating Shareholders will receive one CDI for each Migrating Share held at the Migration Record Date. Migrating Shareholders will then be entitled to choose whether (1) to continue to hold through CDI, or (2) to convert their holding through CDI into a holding of the Belgian Law Rights as an EB Participant (subject to such Migrating Shareholder being or becoming an EB Participant), or through a broker, custodian or nominee which is an EB Participant.

FURTHER BACKGROUND RELATING TO MIGRATION

Since 1996, the electronic settlement of share trading in Irish incorporated companies has been carried out through the CREST System as operated by EUI. EUI is incorporated in England and Wales and is regulated in the UK by the Bank of England. Insofar as it applies to Irish companies, the CREST System is also regulated in Ireland by the Minister for Business, Enterprise and Innovation under the Irish CREST Regulations.

Since 17 September 2014, both EUI and Euroclear Bank have been central securities depositories (or CSDs) operating in the EU for the purpose of the EU Central Securities Depositories Regulation (being the CSDR). The aim of CSDR is to harmonise certain aspects of the settlement cycle and settlement discipline and to provide a set of common requirements for a CSD operating securities settlement systems across the EU. CSDR plays a pivotal role for post securities trading harmonisation efforts in Europe, enhancing the legal and operational conditions for cross-border settlement in the EU.

While EUI has not been authorised as a CSD for the purposes of CSDR as of the Latest Practicable Date, it has been able to provide CSD services in Ireland on account of the ‘grandfathering provision’ in Article 69(4) of CSDR and the fact that the CREST System is regulated in Ireland by the Minister for Business, Enterprise and Innovation under the Irish CREST Regulations. EUI became a third country CSD on the date of the expiry of the Brexit transition period on 31 December 2020 (Brexit Date). Under CSDR, third country CSDs need to be recognised by the European Securities and Markets Authority (ESMA) to offer issuer CSD services in the EU with respect to securities constituted under the laws of a member of the European Union. Prior to the recognition of any third country CSD, the European Commission must adopt an implementing act determining, amongst other issues, that the legal and supervisory arrangements of the relevant third country imposes legally binding requirements which are equivalent to those contained in CSDR. Recognising that Irish companies rely on EUI to provide CSD services (through the CREST System), the European Commission issued an Implementing Decision on 25 November 2020 under Article 25 of CSDR which will be effective from the Brexit Date until 30 June 2021 (although no such equivalence recognition has been granted as of the Latest Practicable Date). The Implementing Decision of 25 November 2020 is expected to be followed by announcement by ESMA that EUI will be recognised as a third country CSD up to the 30 June 2021 in the European Union under CSDR. Accordingly it is expected that the CREST System will cease to be available for the settlement of trades in Participating Securities with effect from 30 June 2021, subject to confirmation by ESMA.

In December 2018, Euronext Dublin announced that, based on the analysis it had carried out of four possible CSD options for settlement post-Brexit, it had selected Euroclear Bank with a Belgian-based model to be the market solution for the long-term CSD for Irish securities settlement.

On 26 December 2019, the Migration of Participating Securities Act 2019 (being the Migration Act) was enacted with the intention that it would provide a legislative mechanism to facilitate the migration of Irish securities from their current central securities depository to another EU-based CSD. While the issue of CDIs as described in this Circular is a key part of the implementation of Migration, this is not provided for in the Migration Act. Instead, this aspect of Migration is to be covered by the EB Migration Guide and the amendment of the Company's Articles of Association, including by the adoption of the proposed new Article 13A and, the approval of Resolution 3 and the measures and steps to be effected in accordance with and as envisaged by the EB Migration Guide.

On 5 November 2020, the Company notified Euroclear Bank of its intention to seek shareholder consent in order for Participating Securities in the Company to be the subject of Migration in accordance with the Migration Act (Notification to Euroclear). In the Notification to Euroclear, the Company confirmed that the following matters will be done or satisfied in time for Migration:

(1) the Company having an issuer agent which meets or will by the time of Migration meet Euroclear Bank's requirements for being an issuer agent in respect of the Irish Issuer CSD service;

(2) nothing in the Company's articles of association would prevent a shareholder from voting in the manner permitted by section 190 of the Companies Act;

(3) nothing in the Company's articles of association would prevent voting at meetings from being conducted on the basis of a poll; and

(4) electronic proxy voting with respect to meetings of the Company may occur through the use of a secured mechanism to exchange electronic messages (as agreed with Euroclear Bank).

On 9 November 2020, the Company received a statement in writing from Euroclear Bank (as required by section 5(6)(a) of the Migration Act) to the effect that the provision of the services of the Euroclear Bank System to the Company will, on and from the Live Date, be in compliance with Article 23 of CSDR. In the same letter, the Company also received the statement from Euroclear Bank (as required by section 5(6)(b) of the Migration Act) to the effect that following (i) such inquiries as have been made of the Company by Euroclear Bank, and (ii) the provision of such information by or on behalf of the Company, in writing, to Euroclear Bank as specified by Euroclear Bank, Euroclear Bank is satisfied that the relevant Participating Securities in the Company meet the criteria stipulated by Euroclear Bank for the entry of the Participating Securities into the settlement system operated by Euroclear Bank. This confirmation from Euroclear Bank was stated as being subject to the information which the Company has provided to Euroclear Bank as mentioned in (ii) above being true and correct at the time of Migration. These communications were all required before the Company could issue this Circular.

IMPLEMENTATION OF MIGRATION

If the Resolutions are passed, and the Company satisfies the other requirements applicable to Migration becoming effective, title to all the Participating Securities in the Company at the Migration Record Date (being Migrating Shares) will be vested in Euroclear Nominees Limited as nominee for Euroclear Bank on the Live Date. The Live Date has not yet been confirmed and will be specified by Euronext Dublin in accordance with the Migration Act. For the same reason, the Migration Record Date has not yet been confirmed and will be specified by the Company when the Live Date is known. The Live Date is currently expected to be on or around 15 March 2021 with Migration occurring over the weekend immediately prior to the Live Date and then taking effect on the Live Date. The Company will give notice of further confirmed dates in connection with Migration, when known, by issuing an announcement through a Regulatory Information Service.

While the issue of CDIs to Former Holders who are CREST members as described in this Circular is a key part of the implementation of Migration, it is not provided for in the Migration Act. Instead, this aspect of Migration is to be covered by the taking of certain operational steps by Euroclear Bank, the CREST Nominee and the CREST Depository as set out in the EB Migration Guide and in accordance with the terms of the CREST Deed Poll and the CREST International Manual and the amendment of the Company's Articles of Association, including by the adoption of the proposed new Article 13A pursuant to Resolution 2 and the approval of Resolution 3.

Euroclear Bank and EUI have identified the following sequence of steps to be taken in order to implement Migration:

At 2.55 p.m. on the Friday preceding Migration weekend (which is expected to be Friday, 12 March 2021), EUI will stop the delivery versus payment settlement of all Participating Securities. Free of payment settlement will continue until 6.00 p.m. on that date, at which time free of payment settlement will be stopped by EUI.
Subject to final reconciliation between EUI and the Registrar, all Participating Securities will be reclassified as CDIs in the CREST System.
On or before the Migration Record Date, the Company will instruct its Registrar to enter Euroclear Nominees into the Register of Members as the holder of the Migrating Shares, with Euroclear Nominee's title to the relevant shares to take effect on the Live Date.
Euroclear Bank will credit its interest in such Shares (which it holds through Euroclear Nominees) to the account of the CREST Nominee, and the CREST Nominee will hold its interest in such Shares (i.e. the Belgian Law Rights) as nominee and for the benefit of the CREST Depository. The CREST Depository will, in turn, hold its interest in such Shares (i.e. the Belgian Law Rights) on trust and for the benefit of the holders of the CDIs.
With effect from the Live Date, each holding of Participating Securities credited to any stock account in the CREST System on the Migration Record Date will be disabled and enabled in the CREST System as a holding through CDIs which represent the Belgian Law Rights issued by Euroclear Bank.
At 8:00am on the Live Date, all Migrating Shares will be enabled as CDIs in the CREST System.

Under the proposed new Article 13A of the Articles of Association, any holder of a Migrating Share shall be deemed to have consented to and authorised the carrying out of these steps with respect to its Migrating Share. Any holder of Participating Securities who does not wish to give such consent and authorisation must withdraw the relevant Participating Securities from the CREST System before the latest date for such withdrawal prior to Migration. If there is a systems failure on the part of Euroclear or EUI which prevents any of these steps from taking place as described above, the new Article 13A makes it clear that a holder of Migrating Shares shall have no recourse against the Company, the Directors or the Company's Registrar. While these steps are set out in the EB Migration Guide, neither Euroclear Bank nor EUI are required to do any of these steps by the Migration Act.

As indicated, upon completion of the foregoing steps, all Migrating Shares will be enabled as CDIs in the CREST System. If the Former Holder wishes to exercise the rights relating to the underlying Migrating Shares through the Belgian Law Rights in the Euroclear System, rather than CDIs in the CREST System, the Former Holder must:

(a) be an EB Participant (or must appoint an EB Participant to hold the Migrating Shares on its behalf; and

(b) transfer the Belgian Law Rights in respect of the Migrating Shares from the CREST International account in Euroclear Bank to the account of another EB Participant by using cross-border delivery. The delivery instruction will need to match with a receipt instruction and all other settlement criteria required must be satisfied in order for the transfer to settle.

It will be for each Shareholder to decide whether, following Migration, it will hold the new Belgian Law Rights as EB Participants or hold its interest in the Participating Securities by way of CDIs representing those Belgian Law Rights (in each case, directly or through that Shareholder's broker or custody arrangements). The practical result of Migration taking effect will be that all Migrating Shareholders will receive one CDI for each Migrating Share held at the Migration Record Date. Migrating Shareholders will then be entitled to choose whether (1) to continue to hold in CREST through CDIs, or (2) to convert their holding through CDIs into a holding of the Belgian Law Rights as an EB Participant (subject to such Migrating Shareholder being an EB Participant), or through a broker, custodian or nominee which is an EB Participant.

For the avoidance of doubt, CDIs are separate and different from shares currently held within the CREST System. They are not a means by which Shares can be held. The settlement of trades can occur on the same basis as before Migration. Currently legal title in shares entered in the Register of Members is transferred electronically in the CREST System. CDIs, however, are a technical means by which interests in Shares can be held in the CREST System as an alternative to holding Belgian Law Rights as an EB Participant. CDIs will allow a Shareholder to continue to hold interests in the CREST System (albeit indirectly and ultimately through the Euroclear System) and/ to trade the shares on the London Stock Exchange. Further information on CDIs is set out at Part 6 of this Circular.

Shareholders should further note that the Belgian Law Rights are not securities that can be traded. Instead, they are special co-ownership rights in respect of the pool of the Company's Shares of the same issue which are held through the Euroclear System from time to time. Belgian law grants such rights to the relevant EB Participants and, in certain specifically identified cases, to the underlying holders of Shares admitted to the Euroclear System. Further information on the Belgian Law Rights is set out in Part 5 of this Circular.

With effect from the Live Date the settlement of Shares traded on the London Stock Exchange will occur via CDI through the CREST System only in GBP as of two (2) days following the Live Date and the settlement of Shares traded on Euronext Dublin will occur via Belgian Law Rights through the Euroclear System only as of two (2) days following the Live Date in Euro. This is due to the respective requirements of, inter alia, the London Stock Exchange Trading Rules and the Euronext Dublin Trading Rules.

Where persons hold interests in Migrating Shares via a contractual arrangement with another party, such as a broker, custodian or nominee, they should consult that party as well as their independent professional advisers to ascertain the effect of Migration on such interests.

5 REGULATORY MATTERS IMPACTING ON CERTAIN COMPANY LAW PROVISIONS

Migration will impact a number of areas of Irish company law as referred to below.

(a) The Irish Government has proposed a number of amendments to Irish company law which are intended to facilitate, and address certain consequences of, Migration. Specifically, Part 4 of the Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020 (being the Brexit Omnibus Act) introduces a number of amendments to the Companies Act in connection with Migration, including the following:

The disapplication of the requirement for a company to issue share certificates in respect of any securities which are admitted to a securities settlement system operated by a CSD which is authorised under CSDR to perform services in Ireland (an authorised CSD).

If commenced, this would mean that, following Migration, the Company will not be required to issue share certificates in respect of Shares which are admitted to the Euroclear System (but will not affect the existing entitlements of Shareholders to a share certificate where their Shares are held in certificated (i.e. paper) form).

The disapplication of the requirement for the execution of a written instrument of transfer in order to give effect to any transfer of title in securities that is necessary to:

(a) withdraw those securities from an authorised CSD (in favour of any holder of rights or interests in those securities);
(b) deposit those securities into an authorised CSD (by any holder of rights or interests in those securities); or
(c) transfer those securities from one authorised CSD to another.

If commenced, this would facilitate the deposit of Shares into, and withdrawal of Shares from, the Euroclear System following Migration as well as the transfer of Shares between Euroclear Bank and any other authorised CSD by eliminating the need for a written instrument of transfer in order to implement such transactions. Any such withdrawals, deposits or transfers will remain subject to the procedural requirements established by Euroclear Bank in the EB Services Description and EB Operating Procedures, as applicable.

In the case of an issuer with any securities admitted to an authorised CSD:

(a) the disapplication of the requirement that a resolution to approve a scheme of arrangement be approved by a "majority in number" of the members or class of members affected by the scheme by amending the definition of "special majority" set out in section 449(1) of the Companies Act to exclude this requirement; and
(b) where some of the securities of such an issuer are held outside an authorised CSD, imposing a new requirement that the quorum for any meeting to consider a resolution to approve a scheme of arrangement shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares, or class of issued shares, as the case may be, of the issuer.

If commenced, this would alter the threshold for shareholder approval of any proposed scheme of arrangement that the Company may implement while securities are admitted to the Euroclear System and, assuming that some Shares continue to be held outside of an authorised CSD following Migration, would increase the necessary quorum for any meeting to consider a resolution to approve a scheme of arrangement.

In the case of an issuer with any securities admitted to an authorised CSD, the disapplication of the additional requirement set out in section 458(3) of the Companies Act in order for a right of buy-out to apply in certain circumstances.

If commenced, this would mean that an offeror for the Company which already held beneficial ownership of more than 20% of the Company's Shares would no longer be required to satisfy the additional requirement in section 458(3) of the Companies Act that the assenting shareholders in respect of the relevant scheme, contract or offer are not less than 50% in number of the holders of the relevant shares, in order for the offeror to be entitled to compulsorily acquire the Shares of any dissenting shareholders.

The insertion of a new section 1087F into the Companies Act providing that an irrevocable power of attorney will be deemed to be granted where the terms of any offer to acquire any or all of the issued share capital of any issuer with securities admitted to an authorised CSD provide that acceptance of the offer constitutes an irrevocable power of attorney and acceptance of that offer is communicated by instructions that are sent or received by means of a securities settlement system of a central securities depository in accordance with the procedures of that settlement system.

If commenced, this would facilitate the granting of irrevocable powers of attorney by way of acceptance of an offer for shares of the Company which is communicated through the Euroclear System following Migration, in line with the current practice with respect to acceptances communicated through CREST.

In the case of an issuer with any securities admitted to an authorised CSD, the modification of section 1105(1) of the Companies Act to provide that the record date for voting would be close of business on the day preceding a date not more than 72 hours before the general meeting to which it relates.

If commenced, this would mean that, at any general meeting of the Company following Migration, the record date for determining entitlements to vote at that meeting would be set at close of business on the day preceding a date not more than 72 hours before meeting. Currently, under the Companies Act and the Articles

of Association, the record date can be no more than 48 hours prior to the general meeting. However, the Company understands that a longer period is required to facilitate the voting process under the Euroclear System and CREST System (with respect to CDIs). An amendment to the record date specified in the Articles of Association is being proposed as part of the amendments being proposed in Resolution 2 in order to align the Articles of Association with section 1105(1), as modified.

The Brexit Omnibus Act was enacted on 10 December, 2020, and the provisions of Part 4 are expected to be commenced, on or prior to Migration. If this does not occur, the legislative changes outlined above will not immediately apply following Migration. While the final Brexit Omnibus Act has not been formally published as at the Latest Practicable Date, the summary above is based on the preceding Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Bill 2020 and no material changes to the information provided above are expected.

(b) It should also be noted that, as part of a broader regulatory reform in the EU relating to share settlement generally, Article 3(1) CSDR requires listed Irish PLCs to arrange for all of their securities to be dematerialised – in other words to be represented solely in book-entry or uncertificated form. This obligation applies from 1 January 2023 with respect to new issues of shares. From 1 January 2025, this requirement will apply to all transferable securities. The effect of these provisions, when implemented, will be that the option of holding shares in certificated (or paper) form will no longer be available in the case of new issues from 1 January, 2023 and in the case of existing issued shares from 1 January, 2025. Furthermore, Article 3(2) CSDR requires that where brokers undertake a transaction in transferable securities on a trading venue the relevant securities shall be recorded in book-entry form in a CSD on or before the intended settlement date, unless they have already been so recorded.

Depending on the model adopted for dematerialisation, which has not yet been confirmed by the relevant authorities, this may mean that certain investors in the Company may not subsequently be able to enforce rights which are expressed as members' rights in company law absent amendments to company law. It is understood that the Company Law Review Group (the statutory body charged with monitoring, reviewing and advising the Minister for Business, Enterprise & Innovation in relation to company law in Ireland) has conducted a review of certain Irish company law provisions in light of the move to an intermediated settlement system. Certain of their proposals are included in the Brexit Omnibus Act 2020, which has yet to be commenced. The extent of any further amendments which may be made to Irish company law, having regard also to the fact that the model to be adopted for dematerialisation has not been determined, are not known as at the Latest Practicable Date.

One possible solution to this is that legislative amendments are advanced in the period prior to 1 January, 2023 addressing some or all of the deficiencies. Another possible solution is that each issuer proposes amendments to its Articles of Association so as to accommodate the exercise of those rights subject to certain conditions. The Company is generally supportive of legislative change in this regard and will continue to monitor the situation. In the event that legislative changes are not brought forward in sufficient time (i.e. prior to 1 January, 2023), or where it is advanced, only partially addresses the relevant rights, the Board intends to give consideration to amending its Articles of Association so as to accommodate the exercise of those rights subject to various conditions.

All Shareholders holding in uncertificated or electronic form are strongly urged to read Appendix II to this Circular as it lists the rights which are not directly exercisable under the Euroclear Bank service offering.

6 DOCUMENTATION ON DISPLAY

Copies of the following documents relevant to Migration will be made available for inspection during normal business hours on any business day from the date of this Circular until the conclusion of the EGM at the registered office of the Company, in London at A&L Goodbody, Augustine House, 6A Austin Friars, London EC2N 2HA, United Kingdom and online at www.permanenttsbgroup.ie.

(a) a copy of the Articles of Association marked to show the changes proposed to be made by Resolution 2;

(b) a copy of the notification issued by the Company to Euroclear Bank as required by Section 5 Migration of Participating Securities Act 2019;

(c) a copy of the statements issued by Euroclear Bank as required by Section 5 Migration of Participating Securities Act 2019;

(d) a copy of the Section 6(4) Notice published by the Company;
(e) the Euroclear Bank Terms and Conditions (April 2019);
(f) the EB Operating Procedures (October 2020);
(g) the EB Services Description (October 2020);
(h) the EB Rights of Participants Document (July 2017);
(i) the EB Migration Guide (October 2020);
(j) the EB General fees document (December 2020);
(k) the CREST Manual;
(l) the CREST International Manual (November 2020);
(m) the CREST Deed Poll (provided within the CREST International Manual);
(n) the Euroclear UK & Ireland tariff document (August 2020); and
(o) the CREST Terms and Conditions (August 2020).

In accordance with applicable regulations and public health guidelines in force in Ireland and the UK in connection with Coronavirus (COVID-19) we request Shareholders not to attend the Company's offices but instead to inspect the documents on the Company's website.

PART 2

QUESTIONS AND ANSWERS IN RELATION TO MIGRATION

The questions and answers set out below are brief as they are intended to be in general terms only and, as such, you should read the full contents of this Circular for details of what action to take. If you are in any doubt as to the action you should take, you are recommended to consult your independent professional personal adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriate authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom. The contents of this Circular, including this Part, should not be construed as legal, business, accounting, tax, investment or other professional advice.

1 WHY IS MIGRATION BEING PROPOSED?

It is a requirement of the continued admission of the Shares to trading and listing on Euronext Dublin and the London Stock Exchange that adequate procedures are available for the clearing and settlement of trades in the Shares conducted on those venues, including that the Shares are eligible for electronic settlement. At present, trading in Shares is settled electronically through the CREST System, which is the London-based securities settlement system operated by EUI. Only Shares which are held in uncertificated (i.e. dematerialized or electronic) form are eligible for admission to the CREST System. Approximately 24.834% of the Company's issued share capital is currently held in uncertificated form.

As a result of Brexit, the CREST System will cease to be available for the settlement of trades in Shares following the end of a period of temporary equivalence for the CREST System (currently expected to expire on 30 June 2021). As it is essential for the Company that electronic settlement of trading of its Shares can continue in order to ensure ongoing compliance with the electronic share trading requirements for listing on Euronext Dublin and the London Stock Exchange, the Board believes that it is appropriate to seek admission of the Company's Shares to an alternative securities settlement system that will facilitate the electronic settlement of trades in the Company's Shares following Brexit.

In December 2018, Euronext Dublin announced that, based on the analysis it had carried out of four possible post-Brexit securities settlement options, the CSD system operated by Euroclear Bank, an international CSD incorporated in Belgium, had been selected to replace the CREST System operated by EUI as the long-term securities settlement system for Irish issuers. No alternative securities settlement system is expected to be available for the electronic settlement of trades in the Company's Shares on or before the expiry of certain temporary transitional arrangements in June 2021.

Accordingly, Migration of those Shares which are held in uncertificated form on a designated Live Date from the CREST System to the Euroclear System is being proposed in order to preserve the continued listing and admission to trading of the Shares on Euronext Dublin and the London Stock Exchange. Further consequences of the failure to implement Migration are discussed in the response to Question 2 below.

2 WHAT HAPPENS IF MIGRATION IS NOT APPROVED AT THE EGM?

There is no meaningful alternative to Migration. Failure to implement Migration is expected to fatally damage the Company's ability to retain its stock exchange listings and, importantly, a market for our Shares. Therefore, we are asking all Shareholders to support the Resolutions proposed for the EGM.

If the Resolutions are not passed and the Company does not participate in Migration, all Participating Securities in the Company will be required to be rematerialised into certificated (i.e. paper) form and shareholders and other investors will no longer be able to settle trades in the Shares electronically. This would be expected to materially and adversely impact on trading and liquidity in the Shares as it would result in significant delays for Shareholders and investors wishing to sell or acquire Shares in certificated (i.e. paper) form. It would also put at risk the continued admission to trading and listing of the Shares on Euronext Dublin and the London Stock Exchange as the absence of electronic settlement of Shares would mean that the Company would cease to meet the eligibility criteria for admission to trading on Euronext Dublin and the London Stock Exchange.

WHAT DO I NEED TO DO IN RELATION TO MIGRATION?

You are encouraged to complete, sign and return the Form of Proxy to vote on the Resolutions in one of the ways explained on the front page of this Circular and in the Notice of EGM.

Any further actions that you may take/wish to take will depend on whether you hold and/or wish to continue to hold your Shares in certificated (i.e. paper) form or in uncertificated (i.e. electronic) form. These possible actions are referred to below.

IF THE RESOLUTIONS ARE APPROVED, WHEN WILL MIGRATION OCCUR?

Migration is expected to occur in mid-March 2021, with the Live Date to be specified by Euronext Dublin in accordance with the provisions of the Migration Act. It is currently expected that this will be 15 March, 2021.

WILL MIGRATION AFFECT THE BUSINESS OR OPERATIONS OF THE COMPANY?

No. Neither Migration, nor the proposed changes to the Articles of Association, will impact on the on-going business operations of the Company. The Company will remain headquartered, incorporated and resident for tax purposes in Ireland. The nature and venue of the stock exchange listings of the Company will not change in connection with Migration. The Company does not expect that Migration will result in any change in the eligibility of the Company for the indices of which it is a constituent as of the Latest Practicable Date. In addition, the ISIN relating to the Shares will be unchanged.

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM AND WISH TO CONTINUE TO DO SO. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

Shares which are held in certificated (i.e. paper) form on the Migration Record Date will not be subject to Migration and can continue to be held in certificated (i.e. paper) form, at the option of the Shareholder.

Accordingly, Shareholders holding their Shares in certificated (i.e. paper) form and wishing to continue to do so immediately following Migration are not required to take any action in advance of Migration (other than voting in respect of the Resolutions, should a shareholder wish to do so).

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM BUT I WOULD LIKE TO HOLD THEM IN UNCERTIFICATED FORM IN CREST (THROUGH CDI) WITH EFFECT FROM MIGRATION. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

Shareholders currently holding their Shares in certificated (i.e. paper) form and wishing to hold their interests in book-entry form through CDIs in the CREST System following Migration should become a CREST member or engage the services of a broker, custodian or nominee who is a CREST member in order to have their Shares admitted to the CREST System so that they are held in uncertificated form within the CREST System in advance of the Migration Record Date. If they wish to have this completed before Migration so that the relevant Shares participate in Migration, they will need to do this and have completed the deposit of their Shares into the CREST System prior to Migration in accordance with timelines to be confirmed by EUI.

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM BUT I WOULD LIKE TO HOLD THEM IN EUROCLEAR BANK AS SOON AS POSSIBLE FOLLOWING MIGRATION. WHAT ACTION SHOULD I TAKE?

Shareholders wishing to hold their interests in electronic form via Belgian Law Rights in the Euroclear System following Migration must be or become EB Participants (or must appoint an EB Participant to hold the Belgian Law Rights on their behalf) and will need to make arrangements to have their certificated Shares deposited into the Euroclear System following Migration. In practice, where a shareholder is not an EB Participant and does not wish to become an EB Participant, it should consult its broker, custodian or nominee in order to arrange for the relevant Shares to be deposited into the Euroclear System and held in electronic form via Belgian Law Rights by an EB Participant on behalf of that Shareholder using arrangements put in place by such broker, custodian or nominee. Information on how to become an EB Participant can be accessed on the Euroclear website at https://www.euroclear.com/about/en/business/Becomingaclient/BecomingaclientEuroclearBank.html.

These arrangements can also be put in place prior to Migration as referred to in paragraph 3.5.8 of the EB Migration Guide and will enable a holding through the Euroclear System following Migration once the transfer out of the initial CDIs holding has been completed, or at any time following Migration. If such arrangements are effected before Migration, the Shares will be transferred to an account in Euroclear Bank in which the shares will be held under Euroclear Bank's Investor CSD service until Migration. The services described in the EB Services Description will however only become applicable as of the Live Date.

9 I HOLD MY SHARES IN UNCERTIFICATED (I.E. DEMATERIALISED/ELECTRONIC) FORM; THAT IS, IN THE CREST SYSTEM AND INTEND TO CONTINUE TO HOLD IN THE CREST SYSTEM FOLLOWING MIGRATION. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

Shares which are held in uncertificated (i.e. dematerialized/electronic) form through the CREST System on the Migration Record Date will automatically be subject to Migration and will be held in book-entry form through CDIs in the CREST System following Migration, unless Shareholders take the steps referred to in the response to Question 11 below (in which case their interests will be held via Belgian Law Rights in the Euroclear System).

Accordingly, no action is required to be taken in advance of Migration (other than voting in respect of the Resolutions should a Shareholder wish to do so) by Shareholders wishing to hold their interests in book-entry form through CDIs in the CREST System following Migration.

10 I HOLD MY SHARES IN UNCERTIFICATED (I.E. DEMATERIALISED/ELECTRONIC) FORM; THAT IS, IN THE CREST SYSTEM AND WISH TO HOLD IN EUROCLEAR BANK AS SOON AS POSSIBLE. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

Shareholders wishing to hold their interest in electronic form via Belgian Law Rights in the Euroclear System rather than through CDIs in the CREST System following Migration, then the Shareholder must be or become an EB Participant (or must appoint an EB Participant to hold the Belgian Law Rights on its behalf) and must transfer such Belgian Law Rights from the CREST International Account in Euroclear Bank to the account of another EB Participant by way of cross-border delivery. Upon matching with a pending receipt instruction from the EB Participant, the transfer will settle if the applicable other settlement conditions are satisfied. As referred to in paragraph 8 above, these transfers can occur following Migration and can also be put in train ahead of Migration as referred to in paragraph 3.5.8 of the EB Migration Guide.

11 I HOLD MY SHARES IN UNCERTIFICATED (I.E. DEMATERIALISED/ELECTRONIC FORM) IN CREST THROUGH A BROKER, CUSTODIAN OR NOMINEE, AND WISH TO HOLD IN EB THROUGH AN EB MEMBER BROKER, CUSTODIAN OR NOMINEE FOLLOWING MIGRATION, WHAT DO I DO?

If, following Migration, such a Shareholder wishes to continue to hold their interests in uncertificated (i.e. dematerialised/electronic) form through a broker, custodian or nominee holding in CREST, further action will depend on whether such broker, custodian or nominee is, or will be on Migration, also an EB Participant. If not, then such Shareholder will need to make arrangements in good time before the Migration Record Date to have their Shares transferred to a broker, custodian or nominee who is, or will be on Migration, an EB Participant. Based on the Expected Timetable of Principal Events the deadline for this action will be 12:00pm on Thursday, 11 March 2021. Such arrangements are the responsibility of the Shareholder and need to be checked and/or arranged directly by such Shareholder.

If the broker, custodian or nominee through whom such Shareholder currently holds its Shares in CREST is, or will be on Migration, an EB Participant, then no action ought be required by such Shareholder for the purposes of Migration (other than voting in favour of the Resolutions which Shareholders are encouraged to do). However, it is the responsibility of such Shareholder to check such arrangements, and to establish any additional terms, costs or requirements of such broker, custodian or nominee.

12 I HOLD MY SHARES IN UNCERTIFICATED (I.E. DEMATERIALISED/ELECTRONIC) FORM IN CREST BUT I DO NOT WISH THEM TO BE PART OF MIGRATION. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

If such a Shareholder does not wish their Shares to participate in Migration they will need to hold their interests in certificated (i.e. paper) form before the Migration Record Date. To do this they will need to withdraw the relevant Shares

from the CREST System prior to Migration (by a time which will be confirmed closer to Migration). Based on the Expected Timetable of Principal Events the deadline for this action will be 12:00 p.m. on Thursday, 11 March 2021.

Shareholders wishing to hold their Shares in certificated (i.e. paper) form prior to Migration taking effect should make arrangements with their broker, custodian or nominee in good time so as to allow their broker, custodian or nominee sufficient time to withdraw their Shares from the CREST System prior to the closing date set out above for CREST withdrawals.

13 IF I CONTINUE TO HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM FOLLOWING MIGRATION, WHAT IMPACT WILL MIGRATION HAVE IN RELATION TO MY SHAREHOLDING?

For Shareholders who hold their Shares in certificated (i.e. paper form) and wish to continue to hold Shares in paper form, Migration does not change the manner in which you hold and continue to hold your Shares and there are no Migration steps to be taken by you regarding your Shares.

While it is not expected that Migration will initially directly impact Shareholders who continue to hold their Shares in certificated (i.e. paper) form, such Shareholders should note that in order to trade their Shares on market following Migration, they will need to effect a dematerialisation of their Shares into Euroclear Bank. Any such dematerialisation will entail interaction with a broker, custodian or nominee and may involve certain costs being incurred and/or, a delay in execution of a share trade being experienced by the Shareholder which may differ from the comparable process applicable in respect of dematerialisation into CREST.

14 IF I HOLD MY SHARES AS AN EB PARTICIPANT OR THROUGH AN EB PARTICIPANT FOLLOWING MIGRATION, WHAT IMPACT WILL MIGRATION HAVE IN RELATION TO MY SHAREHOLDING?

After Migration, Euroclear Nominees will hold legal title to all Shares admitted to the Euroclear System. As a result, Euroclear Nominees will be recorded in the Register of Members of the Company as the holder of the relevant Shares. EB Participants' rights with respect to their Shares deposited in the Euroclear System are governed by the Belgian Law Rights and the EB Services Description.

Holding Shares through the Euroclear System will entail share custody costs and certain differences in the nature, range and cost of corporate services, including with respect to the manner in which voting rights can be exercised in person or by proxy, relative to a direct holding in the CREST System.

Shareholders who anticipate holding their Shares through the Euroclear System should familiarise themselves with the EB Services Description in this regard.

15 WHAT IS A CDI AND WHY IS IT RELEVANT IN RELATION TO MIGRATION?

CDI stands for CREST Depository Interest. A CDI is a security constituted under English law issued by EUI (through the CREST Depository) that represents an entitlement to international securities.

By way of background, it is only possible to hold and transfer certain securities in the CREST System, including, currently, shares constituted under Irish law (Irish Securities). Once it ceases to be possible to hold, settle or transfer Irish Securities through the CREST System, EUI can facilitate the issuance of CDIs representing such Irish Securities, in order to provide an alternative settlement mechanism involving CREST. A CDI is issued by the CREST Depository to CREST members and represents an entitlement to identifiable underlying securities. Following Migration, holders of Irish Securities wishing to continue to hold, and settle transactions in, Irish Securities in the CREST System, including in respect of all trades executed on the London Stock Exchange, will only be able to do so for their Shares held through CDIs.

Each CDI issued on Migration will reflect the Belgian Law Rights related to each underlying Migrating Share. CREST members who hold their Shares in CREST up to 12 March 2021 will, on Migration, receive one CDI for each Migrating Share held by them at the Migration Record Date. Thereafter the Former Holder may choose to hold their interests via Belgian Law Rights through the Euroclear System rather than through CDIs representing those Belgian Law Rights. To do this the Former Holder must be an EB Participant (or must appoint an EB Participant to hold the Belgian Law Rights on its behalf) and must transfer such Belgian Law Rights from the CREST International account in Euroclear Bank to the account of another EB Participant by way of cross-border delivery instruction. The delivery instruction will

need to match with a receipt instruction in order for the transfer to settle. Please see answer Question 8 above as to what steps should be undertaken.

Notwithstanding that the CDI is a separate security from Shares, where Shares are traded, the trade takes place in the Share itself and not in the related CDI, and the CDI is simply the means of settlement. In high level terms, to enable Shares be traded:

on Euronext Dublin, the Belgian Law Rights representing those Shares need be held in the Euroclear System
on the London Stock Exchange, CDIs representing the Belgian Law Rights representing those Shares need to be created and issued by CREST

In general terms, as referred to in Part 7 of this Circular, from a UK tax perspective the Migration should be a tax neutral event for Shareholders and the UK taxation regime subsequently applying should not be materially different from that which currently applies confirm this means that CDI has no UK tax impact or charge.

Similarly, Shares acquired on Euronext Dublin will be settled as Belgian Law Rights held in the Euroclear System; whereas Shares acquired on the London Stock Exchange will be settled through CDIs in CREST representing the Belgian Law Rights representing those Shares (and ultimately held in the Euroclear System).

16 IF I HOLD MY SHARES THROUGH A CDI FOLLOWING MIGRATION, WHAT IS THE IMPACT OF THIS TYPE OF HOLDING?

In the case of a CDI, the CREST Nominee will be an EB Participant and will hold rights to securities held within Euroclear Bank on behalf of the CREST Depository for the account of CDI holding CREST members. The CREST Depository's relationship with CDI holding CREST members is governed by the CREST Deed Poll and the CREST International Manual.

Holding by way of a CDI will entail international custody costs and certain differences in the nature, range and cost of corporate services, including with respect to the manner in which voting rights can be exercised in person or by proxy, relative to a direct holding in the CREST System or relative to a position in Euroclear Bank.

The manner (if you do not now hold Shares through a custodian/nominee) and time period within which any such voting rights may be exercised by CDI holders will differ from arrangements which would currently apply in respect of direct holdings in the CREST System or in the Euroclear System. In all cases, the time periods for exercising rights or making elections will, of necessity, be shorter than those specified by law or by the Company in any corporate action (to allow for additional administrative steps).

CREST members who anticipate holding their interests in Shares following Migration through CDI should familiarise themselves with the CDI service offering, details of which are included in the CREST International Manual and the terms of the CREST Deed Poll.

17 WHAT ARE THE TAXATION IMPLICATIONS OF MIGRATION?

You should refer to Part 7 of this Circular in relation to taxation. Shareholders should consult their own tax advisers about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions), which may arise as a result of being Migrating Shareholders and the acquisition, ownership and disposition of Shares in the future. In general terms, as referred to therein legislation is being enacted in Ireland to provide that Migration is a tax neutral event for Shareholders and that the Irish taxation regime subsequently applying is not materially different from that currently applying.

In general terms, as referred to in Part 7 of this Circular, Shareholders, whether they be Belgian residents or not, are not expected to be subject to Belgian income tax on capital gains as a consequence of Migration on the basis that Migration should normally not give rise (or should not be treated as giving rise) to a definitive disposal of the Shares.

FOLLOWING MIGRATION, HOW DO I WITHDRAW MY INVESTMENT IN SHARES FROM EITHER THE EUROCLEAR SYSTEM OR THE CREST SYSTEM IN ORDER TO BECOME A REGISTERED (CERTIFICATED OR PAPER) HOLDER?

The procedures are different depending on whether a holder of Participating Securities holds such interests through the Euroclear System as Belgian Law Rights or through the CREST System as CDIs.

Withdrawal of Participating Securities from the Euroclear System to become a registered holder (certificated)

The process involved in order to withdraw the Participating Securities from Euroclear Bank and hold them in certificated (i.e. paper) form is contained in the EB Services Description. This involves the sending of an instruction by the EB Participant to Euroclear Bank, which will be communicated to the Registrar, which will proceed to effect a transfer of the relevant shareholding from Euroclear Nominees to the transferee whose name will be entered on the Register of Members. The time period for any such withdrawal of securities from the Euroclear System, is expected to be within one (1) business day such that the owner of the Participating Securities will be entered on the Register of Members of the Company within one (1) business day. It may take up to ten (10) business days for a transferee to receive the relevant share certificate; however, entry on the Register of Members is prima facie evidence of a shareholding under Irish law.

Additional time will also be involved where you are not an EB Participant and your Shares are held by an EB Participant (such as a broker, custodian or nominee) on your behalf – to facilitate your instruction going through such EB Participant.

For a description as to what EB Participants need to do to withdraw their Shares from Euroclear Nominees into a direct name on register (mark-down), please refer to the EB Services Description section “4.2.3 Mark-up and Mark-down”.

Withdrawal of Participating Securities from CREST to become a registered holder (certificated)

The process involved is a two-step one. Firstly, to withdraw the Participating Securities from the CREST System into the Euroclear System. Secondly, to withdraw the Participating Securities from the Euroclear System.

The process involved in order to withdraw the Participating Securities from the CREST System (which are held through CDIs following Migration as described in Parts 3 and 4 of this Circular) is as provided in the CREST International Manual and requires a cancellation of CDIs in the CREST System and the receipt of the relevant Belgian Law Rights into a shareholding account with a broker, custodian or nominee which is an EB Participant. This involves the input of a cross-border delivery instruction in favour of the relevant EB Participant, who should separately input a matching cross-border receipt instruction to ensure receipt of the Belgian Law Rights. In order to give this instruction, a Holder of Participating Securities should contact the broker, custodian or nominee with whom he/it has made arrangements with respect to the holding of CDIs or (where relevant) should him/itself arrange to give the necessary instruction in accordance with the CREST International Manual. After this, the process to withdraw the Participating Securities from the Euroclear System is as described above. It is expected that the process to withdraw the CDIs and receive the Belgian Law Rights into the Euroclear System can be accomplished within one (1) business day.

In order to comply with Article 3(2) of CSDR, settlement of trades in Shares that have been withdrawn from the Euroclear System to be held in certificated (i.e. paper) form has to take place within a CSD and consequently any subsequent sale of such positions will necessitate the shares being redeposited into either the Euroclear System or the CREST System as appropriate, prior to settlement.

Please also see section 5 in Part 1B of this Circular in which it is explained that the future ability to enjoy direct exercise of rights after 1 January 2023 (for newly issued Shares) and 1 January 2025 (for all Shares) will depend on legislative changes which have not yet been proposed or determined by the relevant authorities.

CAN I ATTEND A GENERAL MEETING OF THE COMPANY FOLLOWING MIGRATION?

Yes. Following Migration, and subject to the below, you will be able to attend a general meeting whether you hold your Shares in certificated (i.e. paper form), via an EB Participant, as an EB Participant or via CDIs.

Holders of Shares which are held in certificated (i.e. paper) form on the Migration Record Date will not be subject to Migration and can continue to be held in certificated (i.e. paper) form following Migration, at the option of the

Shareholder. Such holders can attend, vote and speak at a general meeting of the Company in person or by proxy in the same way as before Migration.

EB Participants holding Belgian Law Rights through the Euroclear System can instruct Euroclear Bank to vote in favour, against or abstain, in advance of the relevant Euroclear Bank voting deadline. EB Participants can also, in advance of the Euroclear Bank voting deadline, instruct Euroclear Bank to appoint a third party (other than Euroclear Bank's nominee or the chairman of the meeting) identified by the EB Participant to attend and vote at a general meeting for the number of Shares specified in the proxy voting instruction. For example, such third party may be the EB Participant or, where the EB Participant is a broker, custodian or nominee the client of that broker, custodian, nominee or a corporate representative. There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions.

CDI holders are able to instruct Broadridge, in advance of the relevant Broadridge voting deadline, to vote in favour, against or abstain. CDI holders can also, in advance of the Broadridge deadline, instruct Broadridge to appoint a third party (other than Euroclear Bank's nominee or the chairman of the meeting) identified by the CDI holder to attend and vote at a general meeting for the number of Shares specified in the proxy voting instruction. The third party identified in the proxy instruction, could be for example the CREST member, the client of a CREST member or a corporate representative. The CREST Nominee (as EB Participant) will then action that instruction to Euroclear Bank as set out above. There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions.

20 WHO DO I CONTACT IF I HAVE A QUERY?

If you have any questions about the action you should take as a result of the receipt of this Circular, you should contact your broker, bank or other appropriately authorised independent advisor in the first instance.

If you have any questions about this Circular, the proposed Migration detailed herein or the EGM, or are in any doubt as to how to complete the Form of Proxy, please call Link Registrars Limited on +353 1 5530050. Lines are open from 9:00 a.m. to 5:00 p.m. Monday to Friday, excluding bank holidays in Ireland. Please note that calls may be monitored or recorded and Link Registrars Limited cannot provide legal, tax or financial advice or advice on the merits of Migration or the Resolutions.

PART 3

FURTHER INFORMATION PROVIDED FOR THE PURPOSE OF SECTION 6(1) OF THE MIGRATION ACT

IMPACT FOR CERTIFICATED HOLDERS

Only those Shares which are Participating Securities (i.e. Shares which are held in uncertificated form through the CREST System) on the Migration Record Date will be subject to Migration. Shareholders holding a direct interest in shares in certificated (i.e. paper) form on the Migration Record Date will continue to do so following Migration, without any further action being required. No new share certificates will be issued in connection with Migration.

Such Shareholders should note however that in order to settle trades in their Shares on market following Migration, they will need to be able to transfer their Shares to an EB Participant to be held in the Euroclear System or to make arrangements to hold their interest in the form of CREST Depository Interests (being CDIs).

Shareholders who currently hold their Shares in certificated (i.e. paper) form and who wish to deposit those Shares into the CREST System, in order that the Shares are the subject of Migration, should either become a CREST member themselves or engage the services of a broker, custodian or nominee who is a CREST member.

A Shareholder wishing to deposit some or all of its Shares into the CREST System in advance of the Migration Record Date is recommended to ensure that the procedures are implemented no later than the date which will be confirmed by way of an announcement issued via a Regulatory Information Service by the Company closer to Migration. Shareholders wishing to hold indirect interests in their Shares in uncertificated (i.e. dematerialised/electronic) form on and immediately following Migration should make arrangements with a CREST broker, custodian or nominee in good time so as to allow their CREST broker, custodian or nominee sufficient time to deposit their Shares into the CREST System by the closing date for CREST deposits.

Shareholders wishing to hold their Shares in certificated form following Migration are also advised that, as described in further detail in section 5 of Part 1B of this Circular, their ability to do so following 1 January 2023 (in respect of new issues of Shares) and 1 January 2025 (in respect of all issued Shares) will be subject to the model of dematerialisation adopted in order to comply with the requirements of Article 3(1) of CSDR.

IMPACT FOR UNCERTIFICATED (ELECTRONIC) HOLDERS

All Shares which are Participating Securities (i.e. Shares which are held in uncertificated form through the CREST System) on the Migration Record Date will be subject to Migration. On Migration, all such Participating Securities will be registered in the Register of Members of the Company in the name of Euroclear Nominees, which will be holding the Shares in trust for Euroclear Bank. Pursuant to Royal Decree No. 62, Belgian Law Rights representing the underlying Shares will automatically be granted to EB Participants. The Belgian Law Rights will entitle EB Participants to exercise certain rights in respect of the Shares, in accordance with the EB Services Description. With effect from the Live Date, each holding of Participating Securities credited to any stock account in the CREST System on the Migration Record Date will be disabled and reclassified in the CREST System as a holding through CDIs which represent the Belgian Law Rights issued by Euroclear Bank. The practical result of Migration taking effect will be that all Migrating Shareholders will receive one CDI for each Migrating Share held on the Migration Record Date, on the basis described at sub-paragraph 2(a) below.

Migrating Shareholders will then be entitled to choose whether (1) to continue to hold through CDI or (2) to convert their CDIs and instead hold and exercise the Belgian Law Rights in respect of the underlying Migrating Shares (subject to such Migrating Shareholders being or becoming an EB Participant) or to appoint an EB Participant to hold the Belgian Law Rights on its behalf. However, in order to avail of the second option without delay following Migration, Migrating Shareholders will need to have completed the steps outlined below prior to the Migration Record Date.

(a) CREST members and CDIs

As outlined above, on the Live Date, the CREST accounts of Migrating Shareholders who held Participating Securities on the Migration Record Date will be credited with CDIs.

Each CDI will reflect the indirect Belgian Law Rights of a Migrating Shareholder in the underlying Migrating Shares, title of which vests in Euroclear Nominees, as nominee for Euroclear Bank, as part of Migration. The

terms on which CDIs are issued and held in CREST on behalf of CREST members are set out in the CREST International Manual (and, in particular, the CREST Deed Poll set out in the CREST International Manual) and the CREST Terms and Conditions issued by Euroclear.

On Migration, the Company will instruct the Registrar to credit the Migrating Shares to Euroclear Nominees for credit to the EB Participant's Securities Clearance Account of the CREST Nominee.

The CREST Nominee is an EB Participant and holds rights to securities held in Euroclear Bank (i.e. the Belgian Law Rights representing Migrating Shares) on behalf of the CREST Depository for the account of CREST members. The CREST Depository is the entity responsible for the issue of CDIs to CREST members. The CREST Depository's relationship with CREST members is governed by the Deed Poll entered into under and governed by English law. The CREST Depository holds its rights to international securities (such rights being held on its behalf by the CREST Nominee) upon trust for the holders of the related CDIs.

EUI will reclassify the appropriate stock account in the CREST System of the Migrating Shareholder concerned as a holding of CDIs on the Live Date. CDIs are designated as "international securities" within the CREST System and have access to different services in terms of voting and other custody services when compared to securities held directly in CREST. EUI provides a service similar to that set out in SRD II, in respect of Irish Securities held as CDIs in the CREST System (which will include CDIs issued consequent to Migration). However, the manner (where the holder does not hold Shares through a custodian/nominee) and time period within which any such voting rights may be exercised by CDI holders will differ from arrangements which would currently apply in respect of direct holdings in the CREST System. Voting confirmations may not be provided by Euroclear Bank to EB Participants or to underlying CDI holders.

Upon Migration, Euroclear Bank will instruct EUI, pursuant to the terms of the CREST Deed Poll, to issue CDIs to, and credit the appropriate stock account in the CREST System of, the Migrating Shareholders which held the Migrating Shares on the Migration Record Date. The CDIs will represent the Belgian Law Rights held by the CREST Nominee on behalf of the CREST Depository. As the Belgian Law Rights in turn represent the underlying Migrating Shares admitted to the Euroclear System, each CDI will reflect an indirect interest in the underlying Migrating Shares. The stock account credited will be the same account of the relevant Migrating Shareholder in respect of the relevant Migrating Shares.

CDIs are a separate security to Shares. Where Shares are traded, the trade takes place in the Share itself and not in the related CDI; whereas the CDI is simply the means of settlement for Shares traded on the London Stock Exchange.

A safekeeping fee and a transaction fee, as determined by EUI from time to time, is charged for the CREST International Settlement Links Service and in respect of transactions.

(b) EB Participant

Following the enablement of the CDIs in the CREST System on the Live Date, Former Holders may choose to hold their interests via Belgian Law Rights in the Euroclear System rather than through CDIs in the CREST System. To hold interests via Belgian Law Rights in the Euroclear System, a Former Holder must be or become an EB Participant (or must appoint an EB Participant to hold the Belgian Law Rights on its behalf) and must transfer such Belgian Law Rights from the CREST International account in Euroclear Bank to the account of another EB Participant by using cross-border delivery. Upon matching with a pending receipt instruction and satisfaction of other relevant settlement criteria from the Euroclear System, the transfer will settle.

The arrangements in relation to holdings of interests by Former Holders through a broker, custodian or nominee that is an EB Participant will be subject to the terms between that broker, custodian or nominee and the Former Holder.

Where a Former Holder holds through a broker, custodian or nominee that is a CREST Member before Migration and wishes to hold through a broker, custodian or nominee that is an EB Participant after Migration,

the form and nature of holding may change little in practical terms but costs and terms of service may be different.

3 OPTIONS FOR SHAREHOLDERS WHO DO NOT WISH THEIR SHARES TO BE SUBJECT TO MIGRATION

Shareholders holding a direct interest in Shares in certificated (i.e. paper) form on the Migration Record Date will not be subject to Migration. No action needs to be taken by a Shareholder who holds Shares in certificated (i.e. paper) form and wishes to continue to do so following Migration.

If a holder of Participating Securities does not wish their Shares to be subject to Migration, the relevant Shares must be converted into certificated (i.e. paper) form by withdrawing them from the CREST System.

The recommended latest time for receipt by EUI of a properly authenticated dematerialised instruction requesting withdrawal of Shares from the CREST System in order to ensure that the Shares will not be subject to Migration is expected to be 12:00 p.m. on 11 March 2021. You are recommended to refer to the CREST Manual for details of the procedures applicable in relation to withdrawal of shares from the CREST System. Shareholders wishing to hold their Shares in certificated (i.e. paper) form prior to Migration should make arrangements with their broker, custodian or nominee in good time so as to allow their broker, custodian or nominee sufficient time to withdraw their Shares from the CREST System by the closing date for CREST withdrawals as outlined in the EB Migration Guide.

PART 4

COMPARISON OF THE EUROCLEAR BANK AND EUI SERVICE OFFERINGS

1 SUMMARY

Whilst the timelines and mechanics of a CREST participant holding a security constituted under Irish law taking part in many corporate actions may be affected by the change of model from a direct 'name on register' legal holding to an intermediated CDI holding (through Euroclear Bank) the effective exercise of the rights of such CREST participant will be substantially unaffected. The timeline for exercising corporate actions on securities held as a CDI in EUI will be different than timelines to exercise corporate actions on securities held in Euroclear Bank as EUI, being an EB Participant, will receive notifications later and will have to set earlier deadlines in order to be able to send its members' instructions to Euroclear Bank by the deadline set by Euroclear Bank. Shareholders who expect to hold their interests in Migrating Shares through a custodian, nominee or other intermediary should be aware that earlier deadlines for some corporate actions may apply under the arrangements between the Shareholder and that custodian, nominee or intermediary.

Shareholders who expect to hold their interests in Migrating Shares through a custodian, nominee or other intermediary should be aware that earlier deadlines for some corporate actions may apply under the arrangements between the Shareholder and that custodian, nominee or other intermediary. Shareholders intending to hold their interests in Migrating Shares through the Euroclear System or CREST should carefully review the EB Migration Guide, the EB Services Description and the EB Rights of Participants Documents and, in the case of CDIs, the CREST Deed Poll and the CREST International Manual (including any updated versions thereof to the extent they are published after the Latest Practicable Date), together with the additional documentation made available for inspection as set out in section 6 of Part 1B of this Circular and should review those documents and consult with their broker, custodian or other adviser in making their decisions with respect to their Migrating Shares and not rely on the summary below, which is incomplete and may exclude descriptions of differences (including, without limitation, both costs and the scope of available service) which are material to the circumstances of an individual Shareholder.

2 VOTING

Section 5.3.2.7 of the EB Operating Procedures describes the specific contractual aspects of how the voting service is operated by Euroclear Bank. This Section is further supplemented by the 'Online Market Guides' for market specific operational elements (currently the EB Services Description) (the Online Market Guides forming part of the contractual relationship between Euroclear Bank and its Participants).
Section 5.3.2.7 of the EB Operating Procedures makes clear that Euroclear Bank has no discretion in exercising any corporate action, including a voting instruction, and will act only upon instruction of the EB Participant (where an instruction is needed).
Chapter 4 of the CREST International Manual outlines the broad principles surrounding the management of corporate actions in the CREST System for CDIs. EUI retains broad discretion regarding the procedures followed in respect of the corporate actions under the terms of the CREST International Manual and so the below are illustrations, rather than what is certain to happen in any situation.
All material information regarding the manner in which the voting rights are exercised can be found in the EB Services Description Version 4 at section 6 - Custody Meeting Services.)

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
Meeting announcements	The Registrar notifies Euroclear Bank of an event.	As an EB Participant, the CREST Nominee (via a third party service provider engaged by EUI, currently	The CREST member can be notified through the CREST System directly

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
	Euroclear Bank automatically sends this event notification to all EB Participants either (a) having or receiving a position in that security up to Euroclear Bank's voting deadline or, (b) having a pending instruction, the settlement of which would result in an EB Participant having such a position.	Broadridge Proxy Voting Services (Broadridge) receives an event notification from Euroclear Bank.
Upon receipt of an event notification from Euroclear Bank, Broadridge notifies that event to any CREST member who holds CDIs up to the Broadridge voting deadline.
The notification will be made available to all CREST members (those either having or receiving a position in that CDI) within 48 hours of receipt by Broadridge of complete information.	by the issuer or the issuer's agent.
The announcement is available once notice is entered correctly on the CREST System.
Determination of record date for voting	Record date is determined by the issuer and is a market-wide applicable date.	Record date is determined by the issuer and is a market-wide applicable date.	Record date is determined by the issuer and is a market-wide applicable date.
Submission of proxy appointment instructions	From a Euroclear Bank perspective, there are two distinct options, with the same operational timelines. EB Participants can either send:
1. electronic voting instructions to instruct Euroclear Nominees (or to appoint the chairman of the meeting as proxy) to:
✓ Vote in favour of all or a specific resolution(s).
✓ Vote against all or a specific resolution(s).
✓ Abstain from all or a specific resolutions(s)
✓ Give a discretionary vote to the chairman of the meeting in respect of one or more of the resolutions being put to a shareholder vote
or
2. Proxy voting instruction to
✓ appoint a third party (other than Euroclear Nominees/the chairman of the meeting) to attend the meeting and vote for the number of shares specified in the proxy voting instruction.	CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge. The same voting options as in Euroclear Bank will be available (i.e. electronic votes or appointing the chairman of the meeting or appointing a third party proxy).	CREST members can complete and submit proxy appointments (including voting instructions) electronically through the CREST System to a CREST member acting on behalf of the issuer.
Deadline for submission of voting instructions	Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of 1 hour prior to the issuer's proxy appointment deadline.	Broadridge will process and deliver proxy voting instructions received from CREST members by the Broadridge voting deadline date to Euroclear Bank, by their cut-off and to agreed market requirements. Broadridge's deadline will be	The proxy appointment instruction may be submitted at any time from the time of input of the meeting announcement instruction up to the issuer's proxy appointment deadline.

3
SHAREHOLDER IDENTIFICATION

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
		earlier than Euroclear Bank's voting instruction deadline.
Amending, withdrawing or cancelling submitted voting instructions	Voting instructions cannot be changed after Euroclear Bank's proxy appointment deadline.	Voting instructions cannot be changed after Broadridge's voting deadline.	CREST members can appoint a corporate representative to attend the meeting in person and change their vote at the meeting if they so wish.
Attending and voting at meetings	Upon receipt of a third party proxy voting instruction from an EB Participant before the voting instruction deadline, Euroclear Bank will appoint a third party identified by the EB Participant (other than Euroclear Nominees or chairman of the meeting) to attend the meeting and vote for the number of shares specified in the proxy voting instruction.
There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions.	A CREST member will be able to send a third party proxy voting instruction through Broadridge in order to appoint a third party to attend and vote at the meeting for the number of shares specified in the proxy instruction (subject to the Broadridge voting deadline).
There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions.	CREST members can, after the date of submission of proxy instructions to the Registrar, and after the deadline for doing so, which is usually at any time up to the meeting, appoint a corporate representative to attend and vote at the meeting in any manner, including contrary to that set out in the proxy instructions.
Announcement of results	In practice an EB Participant is expected to access this information when published by way of announcement on a Regulatory Information Service and/or published on the website of the issuer.	In practice a CDI holder is expected to access this information when published by way of announcement on a Regulatory Information Service and/or published on the website of the issuer.	CREST functionality supports the announcement of meeting results through the CREST System, if a registrar chooses to use this functionality.
However in practice these announcements are normally communicated outside the CREST System by way of announcement on a Regulatory Information Service and/or published on the website of the issuer.
Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
---	---	---	---
ID Request	Issuers will be able to investigate the underlying beneficial ownership or interests in shares by making a disclosure request either via an existing "section 1062" process as set out in the Companies Act or via a disclosure request under an issuer's constitution or by a process that will be facilitated by systems that are to be put in place by Euroclear Bank in connection with the implementation of SRDII.	CREST members may be contacted by issuer agents as part of the "section 1062" process set out in the Companies Act or under an issuer's constitution.
Alternatively issuers and their agents may enter into an agreement to subscribe to a CDI register which will, at pre-agreed intervals (for example every last business day of the month) be sent in an agreed	Each issuer is legally obliged to maintain a register of members. As such, a register maintained by the issuer or its registrar records shareholder information.
For dematerialised securities this is the CREST member recorded against the

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
	If Euroclear Bank (through its nominee) receives a section 1062 request from an issuer, it will provide to the issuer or its agent the name, account number and holding of any EB Participant having a holding in the relevant security. As is the case today, the registrars, the issuer or the issuer's agent will then contact EB Participants to understand on whose behalf they are holding the position.

If an issuer or its agent submits a request to Euroclear Bank via ISO 20022 (STP) message (as opposed to a request in the format habitually used for section 1062 requests), (i) Euroclear Bank will provide to the requestor the EB Participant Legal Entity Identifier (LEI), name, full address, email address (if available), position split between an EB Participant's own assets and assets held by the EB Participant on behalf of (an) underlying client(s) and, (ii) Euroclear Bank will request via ISO 20022 its EB Participants having a holding to disclose the relevant data to the issuer/registrar/issuer's agent or Shareholder Identification Provider. | format showing all CREST members and the holding they have in that particular security.

The Company intends to enter into a CDI Register Agreement. | issuance in the CREST System

If an issuer wants to identify the holders behind a nominee structure it may issue a section 1062 request or a request under the issuer's constitution to the nominee account holder in CREST in accordance with procedures specified in the Companies Act. |

DIVIDEND AND CORPORATE ACTIONS

The general framework for processing corporate actions within Euroclear Bank is described in Section 5.3 of the EB Operating Procedures, with further detail on certain corporate actions being set out in Section 5.3.2.
Section 5.3.2.7 of the EB Operating Procedures indicates that where an instruction is needed in respect of a corporate action, Euroclear Bank does not have discretion in exercising any corporate action and confirms that Euroclear Bank will act only upon instruction of the Participant (where an instruction is needed). Certain corporate actions may have a default action which will be taken by Euroclear Bank if no instruction is received by the appropriate deadline.
Section 5 of the Euroclear Terms and Conditions governing use of the Euroclear System provides that income/dividends received by Euroclear Bank will be distributed pro-rata to the holders of the relevant securities (i.e. the relevant EB Participants).
Further details on the process of collection, distribution and payment of dividends are provided for in Section 5.3 of the EB Operating Procedures, with reference to the 'Online Market Guides' for market specific operational elements (currently the EB Services Description).
All material information regarding the manner in which receipt of dividends and participation in corporate actions is processed is described in section 5 of the EB Services Description (Version 4) - Custody Income and Corporate Actions.

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
Payment of dividends	The entitlement of EB Participants to a dividend will be based on their holdings in Euroclear Bank on the relevant record date.
Upon receipt of funds and successful reconciliation by Euroclear Bank, EB Participants will get credited an amount based on their record date holdings.	The entitlement of CREST members holding a CDI to a dividend will be based on their holdings in CREST on the relevant record date.
Upon receipt of funds from Euroclear Bank and successful reconciliation by CREST, CREST members will get credited an amount based on their record date holdings with timing dependent on when the cash correspondent of the issuer's registrar credits Euroclear Bank's cash account.	The dividend record date is determined by the issuer and their receiving agent. EUI has in place various instructions which facilitate the payment of dividends to shareholders. CREST members can receive dividends by cheque or alternatively via SEPA or BACS or through the CREST System should the issuer offer these options.
Other corporate actions (including dividends with options)	The issuer's registrar will advise Euroclear Bank of corporate actions in a standardised way. Upon receipt of a notification, Euroclear Bank will notify every EB Participant having a position or a pending settlement instruction in the relevant security. The notification will inform the EB Participant of the relevant deadlines (Euroclear Bank deadline, record date, election date etc.) as well as the actions the EB Participant needs to undertake (i.e. is it a mandatory event, elective event, is there a default action or not).
Upon receipt of instructions from EB Participants, an aggregated instruction (consolidating the instructions received from those EB Participants having a position in the relevant security) is sent by Euroclear Bank to the registrars.
Where relevant to the corporate action, the issuer's registrar will credit the relevant proceeds to Euroclear Bank, and Euroclear Bank will then credit the entitled EB Participants based on either their elections or the holding they had on the relevant record date.	As an EB Participant, EUI receives a notification from Euroclear Bank.
Broadridge on behalf of EUI notifies CREST members of an event as soon as possible after receipt of complete notification of the corporate action from Euroclear Bank (normally shortly after the announcement by the issuer).
The notification will inform the CREST member of the relevant deadlines (EUI deadline, record date, election date etc.) as well as the actions the CREST member needs to undertake (i.e. is it a mandatory event, elective event, is there a default action or not).
Upon receipt by EUI of the corporate action instructions from the CDI holders by the CREST deadline, EUI will send the instructions to Euroclear Bank, who in turn will include these instructions in the aggregated instructions Euroclear Bank sends to the registrars.
The registrars in turn credit the relevant proceeds to Euroclear Bank and upon receipt of the proceeds, Euroclear Bank credits the entitled EB Participants (including EUI as an EB Participant) with their respective entitlement.
Upon receipt of the relevant proceeds, EUI will credit the CREST members with their entitlement based on either their elections or the holdings they had on the relevant record date.	Each corporate action set up in the CREST System is ascribed its own corporate action number which identifies the corporate actions data held under the ISIN of the underlying security.
CREST members can receive notifications of corporate actions through their chosen CREST communication method or can obtain the information directly from the CREST System through an enquiry function.
Deadline for corporate action instructions	The deadline will be determined on a case-by-case basis as it is dependent	The deadline would be earlier than the Euroclear Bank deadline, as EUI needs to	The deadline is managed by the issuer, their agent in the CREST System and the

Item	Euroclear Bank Offering to EB Participants	EUI offering to CDI holders	Pre-Migration CREST System
	upon the market deadline (set by the issuer) and the type of corporate action event.	ensure it sends its instructions to Euroclear Bank within the Euroclear Bank deadline.	shareholder. EUI is not involved and does not supervise the way in which corporate actions are offered. Deadlines are not enforced by EUI.
Remedies of holders	EB Participants' rights and remedies are set out in the Belgian law governed contract entered into with Euroclear Bank.	CREST members' remedies are set out in the English law governed contract entered into with EUI (the CREST Deed Poll).	As directly registered shareholders, all rights and remedies are governed by the Companies Act and the Company's constitution.
Treatment of fractional entitlements.	Euroclear Bank does not credit fractional entitlements. EB Participants with the largest fractional entitlement will be rounded up until all factional entitlements are distributed.	As Euroclear Bank will not credit fractions of securities proceeds, CREST members will not be credited with fractional entitlements.	Fractional entitlements are managed by the issuer. Fractional entitlements are generally sold for the benefit of the shareholder, save for de minimis provisions.

EXCHANGE FOR CERTIFICATED INTERESTS

Appendix II of this Circular contains a list of shareholder rights that are not directly exercisable under the EB Services Description.

Holders of Participating Securities are strongly urged to read Appendix II.

It will however be possible for these shareholder rights to remain capable of being exercised by a Shareholder holding in certificated (or paper) form, including following a withdrawal of the relevant Shares from the Euroclear System as described at Question 18 of Part 2 of this Circular. In seeking to effect such a withdrawal for the direct exercise of such rights, Holders of Participating Securities should be aware that in order to comply with Article 3(2) of CSDR, settlement of trades in Shares that have been withdrawn from the Euroclear System to be held in certificated (i.e. paper) form has to take place within a CSD and consequently any subsequent sale of such positions will necessitate the Shares being redeposited into either the Euroclear System or CREST System as appropriate.

PART 5

OVERVIEW OF BELGIAN LAW RIGHTS

A description of the Belgian Law Rights that, as a matter of Belgian law, are granted to EB Participants in respect of the Shares credited to them in the Euroclear System is set out below.

1 LEGAL FRAMEWORK

Section 4(b) of the Terms and Conditions governing use of Euroclear (being the Euroclear Terms and Conditions) lists the various pieces of legislation which govern securities held in the Euroclear System:

(a) the coordinated Royal Decree No. 62 on the deposit of fungible financial instruments and the settlement of transactions involving such instruments (being Royal Decree No. 62), which applies to all types of securities admitted in the Euroclear System which are, in principle not governed by one of the specific pieces of legislation listed in items (b) to (d) below;

(b) the Act of 2 January 1991 on the market in public debt securities and monetary policy instruments, which applies to dematerialised debt instruments issued by the Belgian federal government or other public-sector entities;

(c) the Act of 22 July 1991 on commercial paper and certificates of deposit, which applies to certain short- or medium-term dematerialised debt instruments issued by Belgian issuers or foreign issuers that have specifically chosen to use one of these types of securities;

(d) the Belgian Companies Code and Associations Code (section 5:30 et seq. and section 7:35 et seq.), which apply to dematerialised securities issued by certain Belgian companies, it being understood that, notwithstanding the statement above under (a), certain provision of the Royal Decree No.62 also apply to these types of securities; or

(e) other applicable Belgian legislation providing for a regime of fungibility, as the case may be and as the same may be amended, supplemented or superseded from time to time (note that there are currently no such other applicable legislation).

The asset protection rules set out in the pieces of legislation listed at sub-paragraphs (b) to (d) above provide a protection which is equivalent, in substance, to the protection afforded by Royal Decree No. 62. In addition, certain of these pieces of legislation do not apply to shares issued by an Irish issuer (for example because they only apply to securities issued by a Belgian issuer or by a Belgian public authority) and the remainder of this summary, therefore, relates only to those rules provided for by Royal Decree No. 62.

2 SCOPE OF ROYAL DECREE NO. 62

Royal Decree No. 62 applies to all securities (other than with a limited number of exceptions those governed by one of the specific pieces of legislation mentioned in (b) to (d) in the list above) deposited with Euroclear Bank by EB Participants, irrespective of whether:

(a) the securities have been initially deposited with Euroclear Bank or have first been deposited with another CSD before being transferred to a Securities Clearance Account opened on the books of Euroclear Bank;

(b) Euroclear Bank sub-deposits these securities with sub-custodians or CSDs in Belgium or elsewhere; or

(c) where relevant, under the law governing the securities, it is the EB Participant, Euroclear Bank itself or a nominee (e.g. Euroclear Nominees) that has legal title to the securities.

3 FUNGIBILITY

Securities held by Euroclear Bank on behalf of EB Participants are fungible (Article 6 of Royal Decree No. 62). This means that once the securities have been accepted by Euroclear Bank for deposit in the Euroclear System, it is no longer possible to identify (whether on the books of Euroclear Bank or in the books of the relevant depository) a specific security (by means of a serial number or otherwise) as belonging to a particular EB Participant.

Owing to this fungibility, securities held in the Euroclear System are treated on a book-entry basis. Rights to such securities (such as the co-ownership right on the pool of securities of the same issue held in the Euroclear System discussed below) are evidenced by entries to the Securities Clearance Account of the relevant EB Participant pursuant to Article 8 of Royal Decree No. 62.

4 RIGHTS ATTACHING TO THE SECURITIES

The rights that EB Participants have in respect of securities held in the Euroclear System are twofold: an EB Participant has a right to claim back the underlying securities initially deposited or transferred to a Securities Clearance Account under the fungibility regime but also, as long as the securities are held in the Euroclear System, a co-ownership right on all securities of the same issue held under the fungibility regime. The deposit of securities in the Euroclear System amounts to the exchange by the depositor of an ownership interest in specific securities for an intangible co-ownership right over the pool of securities of the same issue as such specific securities held in the Euroclear System by all EB Participants. It is this co-ownership right that is the subject of book-entry transfers between the EB Participants in the Euroclear System. If an EB Participant wishes to take possession of or recover an ownership interest in specific securities it may at any time request the delivery of an amount of underlying securities corresponding to the amount of such securities the co-ownership right of which are recorded on the EB Participant's Securities Clearance Account. As from such delivery, the securities will no longer be held in the Euroclear System. Such delivery would satisfy the recovery claim the EB Participant has against Euroclear Bank as evidenced by the credit to the EB Participant's Securities Clearance Account.

5 NATURE OF THE CO-OWNERSHIP RIGHT

Royal Decree No. 62 offers enhanced protection to holders of book-entry securities compared with mere contractual rights. Under Royal Decree No. 62 EB Participants are granted an intangible co-ownership right over the pool of book-entry securities of the same issue held by Euroclear Bank on behalf of all EB Participants that hold securities of that issue (Article 2 of Royal Decree No. 62). Securities of the same issue are securities that have been issued by the same issuer and have the same maturity and rights (and are therefore fungible) (i.e. the same ISIN).

The existence of this co-ownership right affords EB Participants specific rights with respect to the securities recorded on their Securities Clearance Account (in this case the Migrating Shares) which would not otherwise arise under Belgian law in favour of holders of pure contractual rights, namely:

(a) a right to directly exercise voting rights (subject to the laws applicable to the underlying security, i.e. the Migrating Shares); and
(b) a right of recovery (terugvorderingsrecht/droit de revendication), i.e. a proprietary right to receive back the relevant quantity of securities in the event of the bankruptcy of Euroclear Bank (or any other proceedings in which the rule of equal treatment of creditors applies (geval van samenloop/situation de concours)).

These rights are regarded as the two essential attributes of ownership under Belgian law.

As a consequence of the fungibility of the securities deposited with Euroclear Bank, Article 12 of Royal Decree No. 62 provides that the right of recovery is a collective right, to be exercised by all EB Participants collectively that have deposited the relevant securities (rather than an individual right to be exercised by each EB Participant). This right is, as a matter of principle, to be exercised by an administrator of Euroclear Bank's bankruptcy or any other procedure where the rule of equal treatment of creditors applies (geval van samenloop/situation de concours), and it is the administrator that would, on behalf of all EB Participants having deposited the securities concerned, claim those securities back from the depositaries. Where the administrator would fail to take any action to the effect of recovery of the securities held on behalf of EB Participants, it is considered in legal doctrine that each EB Participant may directly make a claim with the depositaries for the portion of securities held by it in the Euroclear System as evidenced by the entries in the Securities Clearance Account(s) of the EB Participant.

6 ABSENCE OF PROPRIETARY RIGHT OF EUROCLEAR BANK

Euroclear Bank has, under Belgian Law, no proprietary right in respect of securities recorded in EB Participants' Securities Clearance Accounts. This is without prejudice to the other rights Euroclear Bank may have with respect to securities held in the Euroclear System as described elsewhere in this Part 5 see in particular the statutory liens and other rights described further below).

7 INSOLVENCY OF EUROCLEAR BANK

Under Belgian law, were bankruptcy proceedings (faillissement/faillite) to be opened in respect of Euroclear Bank, the assets of Euroclear Bank would be placed under judicial control to be conserved, administered and liquidated by one or more bankruptcy administrators (curator/curateur), in order to reimburse the creditors of Euroclear Bank. The administrator would also be responsible for returning to each EB Participant the number of securities it held in the Euroclear System.

The National Bank of Belgium may also commence resolution measures in respect of Euroclear Bank in accordance with Title VIII of the Act of 25 April 2014 on the status and supervision of credit institutions and stock brokerage firms (the Banking Act) which has implemented amongst others, Directive 2014/59/EU of the 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms in Belgium. The impact of such resolution measures on EB Participants would depend on the measures taken. Section 288 of the Banking Act provides that the resolution authority should ensure that the exercise of its resolution powers does not affect the operation and regulation of payment and settlement covered by Directive 98/26/EC of 19 May 1998 on settlement finality in payment and securities settlement systems.

8 SECURITIES HELD ON BEHALF OF EB PARTICIPANTS ARE NOT PART OF BANKRUPTCY ESTATE

EB Participants are granted an intangible co-ownership right over the pool of book-entry securities of the same issue held by Euroclear Bank on behalf of all EB Participants that hold securities of that issue (Article 2 of Royal Decree No. 62). Such securities would not form part of the assets of Euroclear Bank which would be available for the satisfaction of the claims of Euroclear Bank's creditors where bankruptcy proceedings (faillissement/faillite) would be commenced before the Belgian courts in respect of Euroclear Bank or where resolution measures affecting Euroclear Bank would be taken.

9 RECOVERY OF SECURITIES

Securities held with Euroclear Bank would be recoverable in kind by the EB Participants in the event of bankruptcy proceedings (faillissement/faillite) or resolution measures affecting Euroclear Bank. As noted above, EB Participants have a right of recovery (terugvorderingsrecht/droit de revendication), i.e. a proprietary right to receive back the relevant quantity of securities in the event of bankruptcy proceedings (faillissement/faillite) or any other procedure where the rule of equal treatment of creditors applies (geval van samenloop/situation de concours). This recovery right must be brought collectively in respect of the pool of securities of the same issue held by EB Participants with Euroclear Bank.

Article 12 of Royal Decree No. 62 provides that where the pool of securities is insufficient (i.e. if there is a securities loss) to allow complete restitution of all due securities of a specific issue held on account with Euroclear Bank by all EB Participants, the pool must be allocated among the EB Participants/owners in proportion to their rights. If Euroclear Bank itself is the owner of a number of securities of the same issue, it will only be entitled to the number of securities remaining after the total number of securities of the same issue which it held for third parties has been returned.

10 RECOVERY PROCEDURE

In order for an EB Participant to be entitled to the recovery of securities held in the Euroclear System in the case of a bankruptcy (faillissement/faillite) of Euroclear Bank, the EB Participant must file a claim for recovery with the clerk's office of the Brussels business court before the submission of the first report of verification of claims (neerlegging van het eerste proces-verbaal van verificatie/dépôt du premier procès-verbal de vérification des créances) (Section XX.194 of the Belgian Code of Economic Law). The judgment pursuant to which the bankruptcy has been declared would contain the date by which the first report of verification of claims must be submitted (generally between 30 and 45 days after the bankruptcy declaration). Any claim for recovery submitted after that date would be inadmissible. The administrator of the bankruptcy would then allocate the securities of each issue between those EB Participants having filed a claim for recovery in accordance with the rules set out in this Part 5.

11 ATTACHMENT PROHIBITED

Pursuant to Article 11 of Royal Decree No. 62, attachments (derden-beslag/saisie-arrêt) of Securities Clearance Accounts opened with Euroclear Bank are prohibited. The prohibition prevents Euroclear Bank, third parties (such as creditors of the account holder), depositaries or service providers from being able to attach (in beslag nemen/saisir)

securities recorded in a Securities Clearance Account. That Article also stipulates that no attachment of securities deposited by Euroclear Bank with depositaries is permissible. Further, Article 14 of Royal Decree No. 62 provides that the dividend, interest and principal amount cash payments relating to fungible securities paid to Euroclear Bank by issuers of securities held in the Euroclear System may not be attached by the creditors of Euroclear Bank.

12 STATUTORY LIENS, OTHER RIGHTS AND PLEDGE

Pursuant to section 31, §2 of the Act of 2 August 2002 on the supervision of the financial sector and financial services (the Act of 2 August 2002), Euroclear Bank has:

(a) a statutory lien over financial instruments (including securities), cash, currencies and other rights held in the books of Euroclear Bank as an EB Participant's own (i.e. proprietary) assets, which secures any claim Euroclear Bank has against the EB Participant in connection with the settlement of securities subscriptions, transactions in securities or currency-forward transactions, including claims resulting from loans or advances; and

(b) a statutory lien over financial instruments (including securities), cash, currencies and other rights held in the books of Euroclear Bank on behalf of the EB Participant's underlying clients, which may only be used to secure any claim Euroclear Bank has against the EB Participant in connection with the settlement of securities subscriptions, transactions in securities or currency-forward transactions, including claims resulting from loans or advances, which are carried out on behalf of the EB Participant's underlying clients.

13 OTHER LIENS AND RIGHTS

In addition to the section 31 statutory lien referred to above, Belgian law provides for:

(a) a retention right in favour of the depositary (e.g. Euroclear Bank) to guarantee its claim for the full payment of any amount owed to it in connection with the deposit (Section 1948 of the Belgian Civil Code);

(b) a statutory lien which covers any expenses made for the preservation of an asset (e.g. securities) (section 20, 4° of the Belgian mortgage act of 16 December 1851 as amended from time to time (the Mortgage Act)); and

(c) a statutory lien in favour of the unpaid seller on the sold, movable assets (e.g. securities) which exists as long as the buyer is in possession of such assets section 20, 5° of the Mortgage Act).

Section 14(e) (limb (i) and (ii)) of the Euroclear Terms and Conditions provides, therefore, for a contractual right of set-off and retention in favour of Euroclear Bank pursuant to which Euroclear Bank may (upon the effectiveness of any termination or resignation of an EB Participant):

(a) set off or retain from the amounts to be returned by Euroclear Bank to the EB Participant any amounts which are due to, or which may become due to, Euroclear Bank from the EB Participant and

(b) retain securities held in the Securities Clearance Account(s) opened in the name of the EB Participant to provide for the payment in full of any amounts which are due to, or which may become due to, Euroclear Bank from the EB Participant.

Belgian law provides that holders of interests through the Euroclear Bank CSD have the right to exercise other "associative rights" directly against the Company under Article 13 of the Royal Decree No. 62. These associative rights would (to the extent permitted by the law governing the underlying security) include, for example, the right to attend and vote at a general meeting, the right to subscribe in rights issues or the right to commence derivative claims against the directors. Holders would request evidence of their shareholding from Euroclear Bank CSD in connection with the exercise of such associative rights.

14 GENERAL PLEDGE

Pursuant to section 3.5.2 of the EB Operating Procedures in order to secure any claim Euroclear Bank may have against an EB Participant in connection with the use of the Euroclear System (in particular any claim resulting from any extension of credit or conditional credit made in connection with the clearance or settlement of transactions or custody services), each EB Participant agrees to pledge to Euroclear Bank:

(a) all securities and cash such EB Participant holds in the Euroclear System;
(b) all right, title and interest in and to such securities and cash; and
(c) all existing and future contractual claims such EB Participant may have against Euroclear Bank in connection with the use of the Euroclear System and in particular any claim to receive from Euroclear Bank securities from a local market as a result of either:
(i) stock exchange trade orders where such transactions are automatically fed by the local stock exchange into the local clearance system; or
(ii) receipt instructions that Euroclear Bank sends to the local market on such EB Participant's behalf.

Unless otherwise agreed in writing, this general pledge concerns both the EB Participant's proprietary securities as well as those securities the EB Participant holds on behalf of its clients. The EB Participant represents and warrants having obtained the necessary consent from its clients to that effect. This general pledge is without prejudice to (i) any collateral arrangements that Euroclear Bank may enter into with the EB Participant and (ii) the Section 31 statutory lien referred to above.

15 WAIVERS

Pursuant to section 3.5.1(b) of the EB Operating Procedures, Euroclear Bank waives the statutory lien provided by section 31, §2 of the Act of 2 August 2002 with respect to all securities held by the EB Participant on behalf of clients, provided such securities are credited to a Securities Clearance Account separately and specifically identified in writing by the EB Participant as an account to which only client securities are credited.

16 SECURITIES LOSSES

Section 17 of the Euroclear Terms and Conditions contains a general loss-sharing rule which is without prejudice to the rules contained in Section 12 of Royal Decree No. 62. The rules set out in section 17 are also without prejudice to any liability that Euroclear Bank may have to compensate EB Participants for negligence or wilful misconduct on its part.

Where all or a portion of the securities of a particular issue (i.e. securities with the same ISIN) held in the Euroclear System is lost or otherwise becomes unavailable for delivery (such loss or unavailability being referred to as a Securities Loss), then the reduction in the amount of securities of such issue (i.e. the same ISIN) held in the Euroclear System arising therefrom will be borne by those EB Participants holding securities of such issue in the Euroclear System at the opening of the Business Day on which Euroclear Bank makes a determination that a Securities Loss has occurred (or if such day is not a Business Day, at the opening of business on the immediately preceding Business Day).

The loss sharing is to be pro rata with the amount of securities of such issue so held by each EB Participant at the time of such determination and is effected by means of debits to the Securities Clearance Accounts on which securities of such issue are credited. This is subject to appropriate adjustment in the event that any portion of the securities of such issue held in the Euroclear System is for any reason not credited to Securities Clearance Accounts. Any reduction in the amount of securities available for delivery which arises from a Securities Loss with respect to securities held with any depositary or other CSD shall be shared at the time as of which such reduction is attributed to Euroclear Bank.

In the case of any Securities Loss with respect to any issue of securities which arises under circumstances in which any depositary, any EB Participant, any other CSD, any sub-custodian, or any other person is or may be legally liable (or if any other remedy may be available for making good the Securities Loss), Euroclear Bank may take such steps to recover the securities which are the subject of such Securities Loss or damages (or to obtain the benefits of any such other remedy) as Euroclear Bank reasonably deems appropriate under all the circumstances (including without limitation the bringing and settling of legal proceedings).

Unless Euroclear Bank is liable for such Securities Loss due to its negligence or wilful misconduct, Euroclear Bank will charge those sharing the reduction in securities arising out of such Securities Loss (proportionately in accordance with the amount of such sharing) the amount of any cost or expense incurred in connection with any action taken referred to in the preceding paragraph.

Any cash amounts or securities which Euroclear Bank recovers in respect of a Securities Loss relating to a particular issue of securities or for which Euroclear Bank is liable in connection with a Securities Loss will be credited to the appropriate cash accounts or Securities Clearance Accounts of those sharing the reduction in the amount of securities of such issue arising from such Securities Loss.

PART 6

OVERVIEW OF CREST DEPOSITORY INTERESTS

1 EFFECT OF MIGRATION AND INITIAL CREATION OF CDIs

The practical result of Migration taking effect will be that all Migrating Shareholders will receive one (1) CDI for each Migrating Share held at the Migration Record Date. Migrating Shareholders may then choose whether (1) to continue to hold through CDIs, or (2) to cancel their CDIs and instead to hold and exercise the Belgian Law Rights in respect of the underlying Shares directly through the Euroclear System (subject to such Migrating Shareholder being or becoming an EB Participant), or appointing an EB Participant (e.g. a broker, custodian or nominee which is an EB Participant) to hold the Belgian Law Rights on its behalf.

Following Migration, Migrating Shares will likely be represented by a combination of book entries within the Euroclear System and CDIs in the CREST System. It should be noted that transactions in the Shares resulting from trades on Euronext Dublin will settle through the Euroclear System and transactions in the Shares resulting from trades on the London Stock Exchange will settle through CDIs in the CREST System. Transactions in the Shares resulting from trades on other trading venues which are not cleared through a central counterparty can settle either in the Euroclear System or in the CREST System as agreed by the counterparties.

With respect to CDIs, the CREST Nominee will be an EB Participant and will hold rights to the Company's Shares held within Euroclear Bank on behalf of the CREST Depository for the account of CDI holding CREST members.

2 FORM OF CDIs

Following Migration, holders of CDIs will not be the registered holders of Shares to which they are entitled. Rather, immediately following Migration, their interests in the Migrating Shares will be held through an intermediated chain of holdings, whereby Euroclear Nominees will hold the legal interest in those Shares transferred to it on trust for Euroclear Bank, and will be the registered holder of such Shares entered on the Register of Members. Euroclear Bank will credit its interest in such Shares to the account of the CREST Nominee, and the CREST Nominee will hold its interest in such Shares (i.e. the Belgian Law Rights) as nominee and for the benefit of the CREST Depository. The CREST Depository will, in turn, hold its interest in such shares on trust and for the benefit of the holders of the CDIs.

The terms and conditions upon which CDIs are issued and held in CREST are set out in the CREST Deed Poll and the CREST International Manual.

An international custody fee and a transaction fee, as determined by EUI from time to time, is charged at user level for the use of CDIs and or transactions.

The rights of prospective holders of CDIs in relation to EUI and its subsidiaries in respect of CDIs held through CREST are set out in the CREST Deed Poll.

3 RIGHTS ATTACHING TO CDIs

The holders of CDIs will have an indirect entitlement to Shares but will not be the registered holders thereof. Accordingly, the holders of CDIs will be able to enforce and exercise the rights relating to the Shares through and in accordance with the arrangements described below. As a result of certain aspects of Irish law which govern the Shares, the holders of CDIs will not be able directly to enforce or exercise certain rights, including voting and pre-emption rights but, instead, will be entitled to enforce them indirectly through Euroclear Nominees as further explained below. Holders of CDIs will, at their option, be able to effect the cancellation of their CDIs in CREST and receive a transfer of the underlying shares to which they are entitled in the manner set out in Question 18 of Part 2 of this Circular by a broker, custodian or nominee which is an EB Participant to receive the relevant Belgian Law Rights and arranging for that broker, custodian or nominee to take the necessary steps to effect the transfer of the relevant shares from the CREST Nominee. Such holders may also choose to receive the benefit of the Belgian Law Rights either directly (if they are an EB Participant) or via a shareholding account with a broker, custodian or nominee which is an EB Participant.

The CDIs will be created and issued pursuant to the terms of the CREST Deed Poll and as described in the CREST International Manual.

The CDIs will have the same security code (ISIN) as the underlying Shares and will not be separately listed on the Official List or separately listed or traded.

CDIs are capable of being credited to the same member account as all other CREST securities of any particular investor. This means that, from a practical point of view, CDIs representing Shares will be held and transferred in the same way as Participating Securities are held and transferred in CREST today.

Holders of CDIs will only be able to exercise their rights attached to CDIs by instructing the CREST Depository to exercise these rights on their behalf, and, therefore, the process for exercising rights (including the right to vote at general meetings and the right to subscribe for new shares on a pre-emptive basis) will take longer for holders of CDIs than for holders of Shares or Belgian Law Rights. Consequently, it is expected that the CREST Depository shall set a deadline for receiving instructions from all CDI holders regarding any corporate event. The holders of CDIs may be granted shorter periods in which to exercise the rights carried by the CDIs than the Shareholders have in which to exercise rights carried by Shares or EB Participants have in which to exercise rights carried by Belgian Law Rights. The CREST Depository will not exercise voting rights in respect of CDIs for which it has not received voting instructions within the established term.

EUI provides a service similar to that set out in SRD II, in respect of Irish Securities held as CDIs in the CREST System (which will include CDIs arising consequent to Migration). However, the manner (where the holder does not hold Shares through a custodian/nominee) and time period within which any such voting rights may be exercised by CDI holders will differ from arrangements which would currently apply in respect of direct holdings in the CREST System. Voting confirmations may not be provided by Euroclear Bank to EB Participants or to underlying CDI holders.

(a) Voting Rights

EUI has arranged for voting instructions relating to Shares to be received through a third party service provider, currently Broadridge. Any CREST member who has a holding in the CDI up to the Broadridge voting deadline will be notified through Broadridge upon Broadridge's receipt of such notification from Euroclear Bank.

The notification will be made available to all CREST members (those either having or receiving a position in that CDI) within forty eight (48) hours of receipt by Broadridge of complete information.

The relevant record date is determined by the issuer and is a market-wide applicable date.

CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge. The same voting options as in Euroclear Bank will be available (i.e. electronic votes by means of chairman proxy appointments or appointing a third party proxy).

The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by their cut-off and to agreed market requirements. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.

There is no facility to appoint a corporate representative.

Holders of CDIs wishing to use the voting rights attached to the Shares represented by their CDIs personally in their capacity as a Shareholder (and not as proxy), by attending a shareholders' meeting of the Company, will first have to effect the cancellation of their CDIs by receiving the relevant Belgian Law Rights (through an EB Participant if they are not an EB Participant) and then effecting a transfer of their underlying Shares so that such Shares are held by such holder as described above in time for the record date of the relevant shareholders' meeting. On so doing, they will, subject to and in accordance with the Articles of Association, be able to attend and vote in person or appoint a corporate representative at the relevant shareholders' meeting.

(b) Dividends

The entitlement of CREST members holding CDIs to a dividend will be based on their holdings in the CREST System on the relevant record date. Upon receipt of funds and successful reconciliation by CREST, CREST members will be credited an amount based on their record date holdings.

Holders of CDIs held in the CREST System, whilst Euroclear Bank continues to provide such service, will be able, if they wish, to have amounts in respect of dividends paid on Shares in euro by the Company converted into, and paid to them in, Sterling, or any other CREST currency.

In relation to dividend withholding tax and the services offered by EUI, see section 6(c) of Part 1A of this document. In relation to the possible future arrangements in relation to euro dividend currency elections see section 6(d) of Part 1A of this document.

Broadridge (on behalf of EUI) notifies CREST members of an event as soon as possible after receipt of complete notification of the corporate action from Euroclear Bank (normally shortly after the announcement by the issuer).

The notification will inform the CREST member of the relevant deadlines (EUI deadline, record date, election date etc.) as well as the actions the CREST member needs to undertake (i.e. is it a mandatory event, elective event, is there a default action or not).

Upon receipt by CREST of the corporate action, instructions from the CDI holders by the CREST deadline, CREST will send the instructions to Euroclear Bank who in turn will include these instructions in the aggregated instructions Euroclear Bank sends to the registrars.

The registrars in turn credit the relevant proceeds to Euroclear Bank and upon receipt of the proceeds, Euroclear Bank credits the entitled EB Participants (including CREST as a Participant of Euroclear Bank) with their respective entitlement.

The relevant EUI deadline for elections will be earlier than the Euroclear Bank deadline, as CREST needs to ensure it sends its instructions to Euroclear Bank within the Euroclear Bank deadline.

Upon receipt of the relevant proceeds, CREST will credit the CREST members with their entitlement based on either their elections or the holdings they had on the relevant record date.

CREST members' remedies are set out in the English law governed contract entered into with EUI (the CREST Deed Poll).

Given that Euroclear Bank will not credit fractions of securities proceeds, CREST members will not be credited with fractional entitlements.

CANCELLATION OF CDIS FOR UNDERLYING BELGIAN LAW RIGHTS OR FOR UNDERLYING SHARES

Holders of CDIs will, at their option, be able to effect the cancellation of their CDIs in the CREST System and receive the Belgian Law Rights to which they are entitled into a shareholding account with a broker, custodian or nominee which is an EB Participant and to be registered as holder of the underlying Shares by arranging for that EB Participant to take the necessary steps to effect the transfer of the relevant Shares from the Euroclear Nominees. It is envisaged that receipt of Belgian Law Rights on cancellation of CDIs can be accomplished within the same business day, that entry on the Register of Members as holder of the underlying Shares can be accomplished within one (1) business day and that receipt of the relevant share certificate can be accomplished within one (1) business day. It may take up to ten (10) business days for a transferee to receive the relevant share certificate, however entry on the Register of Members is prima facie evidence of a shareholding under Irish law. Certain transfer fees will generally be payable by a holder of CDIs who makes such a transfer.

No UK stamp duty will arise on transfers of CDIs within the CREST System, on the basis that no written instrument of transfer is used to effect such a transfer. No UK SDRT will arise on transfers of CDIs within the CREST System, provided that (i) the Shares represented by the CDIs are of the same class as shares in the Company that are listed on a 'recognised stock exchange' for UK tax purposes (which, for present purposes, includes the main market of Euronext Dublin and the London Stock Exchange), (ii) the Shares are not at any time registered in a register that is kept in the UK by or on behalf of the Company, and (iii) the Company (as a non-UK incorporated company) remains centrally managed and controlled outside the UK.

PART 7

TAX INFORMATION IN RESPECT OF MIGRATION

IRISH TAX CONSIDERATIONS

(a) Scope of Summary

The following is a summary of the material Irish tax considerations relevant to beneficial holders of Migrating Shares. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date of the Latest Practicable Date. Changes in law and/or administrative practice may result in alteration of the tax considerations described below, possibly with retrospective effect.

The following summary is drafted on the basis that the Finance Bill 2020, as initiated on 20 October 2020 and passed by the Dail on 3 December 2020 (the Finance Bill), will be enacted into law without further change, and will be commenced by way of ministerial order prior to any action being commenced with regards to Migration. The Finance Bill contains changes to the law which is currently in force, intended to ensure the tax neutrality of the migration of securities in Irish registered companies currently held through the CREST System to the Euroclear System. It should be noted, however, that the Finance Bill may be subject to further change as a result of the remaining stages in the legislative process which must be completed before it is signed into law in late December 2020. In addition, the relevant provisions in the Finance Bill will have force of law only on the making of a ministerial commencement order. As such, it should be borne in mind that the relevant provisions in the Finance Bill may change, and may as a result increase, reduce or mitigate tax consequences for Shareholders, and could potentially have retrospective effect. The Company makes no assurances on the tax position for Shareholders.

The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and shareholders should consult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions) of being a Migrating Shareholder and the acquisition, ownership and disposal of Shares in the future. The summary applies only to shareholders who currently hold their Shares as capital assets and does not apply to other categories of Shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired Ordinary Shares by virtue of an Irish office or employment (performed or carried on in Ireland). Such persons may be subject to special rules.

(b) Income Tax on Dividends Paid on Ordinary Shares

The Share Migration should not of itself give rise to an income tax charge.

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

Basic rate taxpayers

In the case of a Shareholder who is liable to income tax at the basic rate only, the Shareholder will be subject to Irish income tax on the gross dividend at the rate of 20% (plus Universal Social Charge (USC) and pay-related social insurance (PRSI), if applicable).

Higher rate taxpayers

In the case of a Shareholder who is liable to income tax at the higher rate of income tax, the shareholder will be subject to Irish income tax on the gross dividend at the rate of 40% (and USC and PRSI, if applicable).

Credit for tax withheld

Individual Shareholders within the charge to Irish income tax may be entitled to a credit against their income tax liability for any amount of dividend withholding tax (dividend withholding tax or DWT) withheld by us. Further details on when DWT will apply and exemptions available are set out below. Where the amount of tax withheld exceeds that Shareholder's Irish income tax liability a refund of the balance may be claimed from the Irish Revenue Commissioners when filing a tax return for the relevant tax year.

Corporate Shareholders within the charge to Irish corporation tax

Irish tax resident corporate Shareholders who beneficially hold their ordinary shares as investments, and not as trading stock, should not be subject to Irish corporation tax on dividends received in respect of their Shares, as dividend income from their Shares should be 'franked investment income' not chargeable to corporation tax pursuant to section 129 of the Taxes Consolidation Act 1997 of Ireland (the TCA).

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies not within the charge to Irish corporation tax

Where a non-Irish tax resident individual (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes), or non-Irish corporate Shareholder correctly receives dividends in respect of Shares free from DWT (as described below) then those Shareholders have no further liability to Irish income tax (or, in general, USC or PRSI for individuals) in respect of those dividends.

However, where a non-Irish tax resident individual (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) or non-Irish corporate shareholder suffers DWT or ought to have suffered DWT on dividends paid in respect of Shares, then such Shareholders may be liable to income tax (plus USC and PRSI if applicable) in Ireland on those dividends with a credit given for the DWT withheld. Where the liability is less than the DWT withheld, the Shareholder may be entitled to a refund of the excess over the actual liability to Irish tax by application to the Irish Revenue Commissioners or via the Euroclear System.

The Share Migration should not of itself give rise to DWT.

DWT at a rate of 25% must be deducted from dividends paid on Shares unless a Shareholder is entitled to an exemption and has submitted a properly completed declaration providing for this exemption to the Company or an intermediary approved as a qualifying intermediary for Irish DWT purposes by the Irish Revenue Commissioners (a Qualifying Intermediary).

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

For an individual Shareholder tax resident, or ordinarily tax resident, in Ireland, no exemption from DWT is generally available and DWT (currently at 25%) will be deducted from dividend payments in respect of the Shares.

Shareholders who suffer DWT may however be entitled to a credit against their income tax liability for this tax withheld by us, as set out above.

Certain Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim an exemption from DWT where they have submitted a properly completed declaration providing for the exemption.

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies

Certain classes of non-Irish tax resident Shareholders may also be entitled to claim exemption from DWT where they have submitted a properly completed declaration providing for the exemption.

Irish domestic law provides that a non-Irish resident Shareholder is not subject to DWT on dividends received from us if such Shareholder is beneficially entitled to the dividend and is either:

a person (not being a company) resident for tax purposes in a Relevant Territory (including the United States) and is neither resident nor ordinarily resident in Ireland (Relevant Territories for DWT purposes include the following: Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia, Germany, Ghana, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Kazakhstan, Korea, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, Netherlands, New Zealand,

Norway, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, The Republic Of Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Vietnam and Zambia);

a company resident for tax purposes in a Relevant Territory, provided such company is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;
a company, wherever resident, that is controlled, directly or indirectly, by persons resident in a Relevant Territory and who is or are (as the case may be) not controlled by, directly or indirectly, persons who are not resident in a Relevant Territory;
a company, wherever resident, whose principal class of shares (or those of its 75% direct or indirect parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance; or
a company, wherever resident, that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance,

and provided, in all cases noted above, where required, the relevant DWT Form(s) have been provided by the Shareholder to the Company or a Qualifying Intermediary prior to the payment of the dividend and such DWT Form(s) remain valid.

For non-Irish resident Shareholders that cannot avail themselves of one of Ireland's domestic law exemptions from DWT, it may be possible for such Shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Shareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any Shareholders are exempt from DWT, but receive dividends subject to DWT, such Shareholders may apply for refunds of such DWT from the Irish Revenue Commissioners by providing the requisite standard refund documentation to Euroclear Bank (or subject to the service being provided in respect of CDIs to EUI).

(d) Irish Tax on Chargeable Gains

Migration should not of itself give rise to capital gains tax nor corporation tax on chargeable gains (as appropriate) (CGT) as Migration should not be treated as giving rise to a disposal of Shares (including CDIs) for CGT purposes.

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

For the purposes of CGT, where a Shareholder, who is resident or ordinarily resident for tax purposes in Ireland or who holds their shares in connection with a trade or business carried on through a branch or agency in Ireland, disposes of some or all of their Shares that Shareholder will be treated as having made a disposal of their Shares for Irish tax purposes. This may, subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of CGT (currently at a rate of 33%).

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies

Non-Irish resident Shareholders (who do not hold their Shares in connection with a trade carried on by them in Ireland) will not be subject to CGT in Ireland on the disposal of their Shares (so long as they remain listed on a recognised stock exchange).

(e) Stamp Duty on a Transfer of Ordinary Shares

Migration should not give rise to stamp duty where there is no transfer of beneficial ownership of the Shares.

Following Migration, where a Shareholder transfers their Shares or equitable or beneficial interests in their Shares to another person, including transfers of CDIs within CREST, Irish stamp duty at a rate of 1% will be generally payable on the greater of the consideration or market value of the shares transferred. Stamp duty is generally a liability of the transferee. Exemptions from stamp duty may be available.

(f) Capital Acquisitions Tax

The Share Migration should not of itself give rise to Irish capital acquisition tax (CAT).

CAT comprises principally gift tax and inheritance tax. CAT could apply to a gift or inheritance of Shares (including CDIs) irrespective of the place of residence, ordinary residence or domicile of the parties. This is because the Shares are regarded as property situated in Ireland for Irish CAT purposes as our share register must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is levied at a rate of 33% above certain tax-free thresholds. The appropriate tax free threshold is dependent upon (i) the relationship between the donor and the donee, and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses of the same marriage or civil partners of the same civil partnership are exempt from CAT. Shareholders should consult their own tax advisors as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

2 UK TAX CONSIDERATIONS

The following is a general summary of the material United Kingdom tax considerations applicable to Shareholders who: (i) are resident (and, in the case of individuals, domiciled) in the United Kingdom for United Kingdom tax purposes and to whom split year treatment does not apply; (ii) hold the Migrating Shares as investments; (iii) are the beneficial owners of Migrating Shares; and (iv) have neither lent nor borrowed their shares (UK Shareholders).

The summary contained in this section 2 of Part 7 is based on our understanding of existing United Kingdom tax law and the current practice of Her Majesty's Revenue and Customs (HMRC) (which may not be binding on HMRC), both of which are subject to change at any time, possibly with retrospective effect.

It relates only to certain limited aspects of the United Kingdom taxation treatment of UK Shareholders. It does not constitute tax advice and is intended only as a general guide.

It may not apply to certain UK Shareholders, such as traders, broker-dealers, dealers in securities, intermediaries, insurance companies and collective investment schemes, shareholders who have (or are deemed to have) acquired their Migrating Shares by virtue of an office or employment or who are officers or employees or individual shareholders who own 10% or more of the issued share capital of the Company (including in certain circumstances, shares comprised in a settlement of which the shareholder is a settlor and shares held by a connected person as well as shares transferred by a shareholder pursuant to a repurchase or stock lending arrangement).

Such persons may be subject to special rules. Shareholders should consult their own tax advisers about the United Kingdom tax consequences (and the tax consequences under the laws of other relevant jurisdictions), which may arise as a result of being Migrating Shareholders and the acquisition, ownership and disposition of Shares in the future.

(a) Migration

UK Shareholders are not expected to be liable to United Kingdom capital gains tax or corporation tax on chargeable gains as a result of the Migration, on the basis that the Migration, and the receipt of CDIs by UK Shareholders, should not be treated as giving rise to a disposal of Shares. A holding of CDIs should generally be treated in the same way for the purposes of UK tax on chargeable gains as a holding of the underlying Shares. Accordingly, a UK Shareholder's base cost in their CDIs should be the same as the base cost in their Shares, and a subsequent disposal of the CDIs should be treated in the same way as a disposal of the Shares represented by them. No United Kingdom stamp duty or stamp duty reserve tax (SDRT) is expected to be required to be paid in respect of the Migration.

(b) Cancellation of CDIs for underlying Belgian Law Rights or for underlying Shares

Following the Migration, if a UK Shareholder holding CDIs effects the cancellation of those CDIs in the CREST System and receives the underlying Shares (held as Belgian Law Rights as described in section 4 of Part 6 of this Circular): (i) the UK Shareholder is not expected to be liable to United Kingdom capital gains tax or corporation tax on chargeable gains as a result of the cancellation; (ii) the base cost in the Shares is expected to be the same as the base cost in the CDIs; and (iii) no United Kingdom stamp duty or SDRT is expected to be required to be paid as a result of the cancellation.

HMRC guidance suggests that the cancellation of the CDIs involves a disposal of them for the purposes of United Kingdom capital gains tax or corporation tax on chargeable gains and that the usual computational rules will apply; but as it is not expected that any consideration (beyond the receipt of the Shares themselves) would be received by a UK Shareholder for the disposal of the CDIs, no chargeable gain should arise.

If a UK Shareholder holding Belgian Law Rights in respect of Shares subsequently takes steps (whether immediately after the cancellation of that UK Shareholder's CDIs or at a later time) to become registered directly as the holder of the Shares (again as described in section 4 of Part 6 of this Circular) those steps are not expected to give rise to any further UK tax consequences for a UK Shareholder.

Following the Migration, a beneficial owner of CDIs in respect of Shares is expected to be treated for UK tax purposes as the beneficial owner of the corresponding number of Shares held through the Euroclear System for the benefit of the CREST Depository.

On that basis, if a UK Shareholder receives a dividend on his or her Shares (including Shares represented by CDIs) and Irish tax is withheld from the payment of the dividend (see Irish tax considerations in section 1 above for comments on the withholding tax position), credit for the Irish tax may be available for set-off against any liability to UK corporation tax or UK income tax on the dividend. The amount of the credit will normally be equal to the lesser of: (i) the amount withheld once appropriate double tax treaty claims have been made by the UK Shareholder to mitigate Irish withholding tax suffered; and (ii) the liability to UK tax on the dividend. The credit will not normally be available for set-off against a UK Shareholder's liability to UK tax other than on the dividend and, to the extent that the credit is not set off against UK tax on the dividend, the credit will be lost.

Individuals

UK Shareholders who are within the charge to UK income tax will pay no tax on their cumulative dividend income in a tax year up to an annual dividend allowance (£2,000, for the 2020/21 tax year).

The rates of income tax on dividends received above the annual dividend allowance will depend on the wider position of the shareholder. Broadly speaking, after taking into account the amount (if any) of a shareholder's personal allowances and any other allowances, exemptions and reliefs, the shareholder's taxable income up to the basic rate limit will fall within the basic rate band; taxable income between the basic rate limit and the higher rate limit will fall within the higher rate band; and taxable income above the higher rate limit will fall within the additional rate band. The rates of income tax on dividends received above the annual dividend allowances are currently (i) 7.5% for dividends in the basic rate band; (ii) 32.5% for dividends in the higher rate band; and (iii) 38.1% for dividends in the additional rate band.

In determining the tax band in which any dividend income over the dividend allowance falls, dividend income is treated as the top slice of a shareholder's income and dividend income within the dividend allowance is still taken into account. Because dividend income (including income within the dividend allowance) is taken into account in assessing whether a shareholder's overall income is above the higher or additional rate limits, the receipt of such income may also affect the amount of personal allowances to which the shareholder is entitled.

Corporate shareholders

UK Shareholders who are within the charge to UK corporation tax will be subject to UK corporation tax on any dividends on the Shares unless certain conditions for exemption are satisfied. The exemption is of wide application and such UK Shareholders will therefore ordinarily not be subject to UK corporation tax on the dividends received on the Shares.

(d) Taxation of chargeable gains

A disposal or deemed disposal of Shares or CDIs by a shareholder who is either resident or ordinarily resident in the UK for tax purposes, or is not UK resident but carries on a trade, profession or vocation in the UK through a permanent establishment, branch or agency and has used, held or acquired the Shares or CDIs for the purposes of such trade, profession or vocation or such permanent establishment, branch or agency, may, depending on the shareholder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of the taxation of capital gains.

A shareholder who is an individual and who has ceased to be resident or ordinarily resident in the UK for tax purposes for a period of less than five complete tax years and who disposes of the Shares or CDIs during that period may also be liable on their return to the UK to tax on any capital gain realised (subject to any available exemption or relief). This rule also applies to individuals who have not ceased to be resident or ordinarily resident in the UK but who, on or after 16 March 2005, have become non-UK resident pursuant to the application of a double taxation treaty.

(e) United Kingdom Stamp Duty and SDRT

No UK stamp duty will be payable in respect of a paperless transfer of Shares for which no written instrument of transfer is used.

No UK stamp duty will be payable on a written instrument of transfer of Shares if that transfer instrument is executed and retained outside the UK and does not relate to any property situated in the UK or to any other matter or thing done or to be done in the UK (which may include, without limitation, the involvement of UK bank accounts in payment mechanics).

No UK SDRT will arise in respect of an agreement to transfer Shares, provided that the Shares are not at any time registered in a register that is kept in the UK by or on behalf of the Company.

No UK stamp duty will arise on transfers of CDIs within the CREST System, on the assumption that no written instrument of transfer is used to effect such a transfer.

No UK SDRT will arise on transfers of CDIs within the CREST System, provided that (i) the Shares represented by the CDIs are of the same class as shares in the Company that are listed on a 'recognised stock exchange' for UK tax purposes, (ii) the Shares are not at any time registered in a register that is kept in the UK by or on behalf of the Company, and (iii) the Company (as a non-UK incorporated company) remains centrally managed and controlled outside the UK.

Shares that are included in the FCA Official List and admitted to trading on the main market of the London Stock Exchange, and/or officially listed in Ireland and admitted to trading on the main market of Euronext Dublin, are regarded as listed on a recognised stock exchange for UK tax purposes.

3 BELGIAN TAX CONSIDERATIONS

(a) Scope of summary

The following is a general summary of the material Belgian tax considerations applicable to Shareholders who are the beneficial owners of Migrating Shares, who have neither lent nor borrowed their shares and who are (i) Belgian resident individuals or companies (Belgian Resident Shareholders) or (ii) Belgian non-resident individuals or companies (Belgian Non-Resident Shareholders). It has been assumed that Belgian Non-Resident Shareholders are Shareholders that have no connection with Belgium other than the mere fact that their Shares (including Shares represented by CDIs) are held through the Euroclear System. The summary is based on our understanding of existing Belgian tax laws, treaties and regulatory interpretations by the Belgian Tax Authorities in effect in Belgium as of the Latest Practicable Date. Legislative, administrative or judicial changes may modify the tax consequences described in the paragraphs below, possibly with retroactive effect. Furthermore, we can provide no assurances that the tax consequences contained in this summary will not be challenged by the Belgian Tax Authorities or will be sustained by a Belgian court if they were to be so challenged, unless a specific tax ruling were to be obtained beforehand from the Belgian Ruling Commission.

The below summary does not constitute tax advice and is intended only as a general guide. The following summary is not exhaustive and does not purport to address all tax consequences of the ownership and disposal of Shares, nor does it take into account (i) the specific circumstances of particular Shareholders, some of which may be subject to special rules, or (ii) the tax laws of any country other than Belgium. This summary does not describe the tax treatment of Shareholders that may be subject to special rules, such as banks, insurance companies, pension funds, trustees, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, Migrating Shares as a position in a straddle, share-repurchase transaction, conversion transaction, synthetic security or other integrated financial transactions. This summary does not address the local taxes applicable to Belgian resident individuals.

For purposes of this summary, a Belgian resident individual is an individual subject to Belgian personal income tax (i.e. an individual domiciled in Belgium or having his seat of fortune in Belgium or a person assimilated to a resident for purposes of Belgian tax law). A Belgian resident company is a company subject to the ordinary Belgian corporate income tax (i.e. a corporate entity that has its main establishment, its administrative seat or seat of management in Belgium and that is not excluded from the scope of the Belgian corporate income tax). The fact that a company has its statutory seat in Belgium leads to a rebuttable presumption that its main establishment, its administrative seat or seat of management is located in Belgium. A Belgian non-resident is an individual or company that is not a Belgian resident. As mentioned above, it has been assumed that Belgian Non-Resident Shareholders are Shareholders that have no connection with Belgium other than the mere fact that their Shares (including Shares represented by CDIs) are held through the Euroclear System.

Shareholders should consult their own tax advisors about the Belgian tax consequences which may arise as a result of being Migrating Shareholders and the acquisition, ownership and disposal of Migrating Shares in the future (including the effect of any regional or local laws).

(b) Migration

Belgian Resident and Non-Resident Shareholders are not expected to be subject to Belgian income tax on capital gains as a consequence of the Migration on the basis that the Migration should normally not give rise (or should not be treated as giving rise) to a definitive disposal of the Shares.

(c) Dividends

Following the Migration, a beneficial owner of CDIs in respect of Shares may normally be expected to be treated for Belgian tax purposes as the beneficial owner of the corresponding number of Shares held through the Euroclear System for the benefit of the CREST Depository.

For Belgian income tax purposes, the gross amount of all benefits paid on or attributed to Shares (including Shares represented by CDIs) is expected to be treated as a dividend distribution. By way of exception, the repayment of capital may not be treated as a dividend distribution to the extent that such repayment is imputed to the fiscal capital. Note that any reduction of fiscal capital is deemed to be paid out on a pro rata basis of the fiscal capital and certain reserves. The part of the capital reduction deemed to be paid out of the fiscal capital may, subject to certain conditions, for Belgian income tax purposes, be considered as a reimbursement of capital and not be considered as a dividend distribution.

Non-Belgian dividend withholding tax, if any, will neither be creditable against any Belgian income tax due nor reimbursable to the extent that it exceeds Belgian income tax due.

Belgian Resident Shareholders

Individuals

Dividends distributed to Belgian Resident Shareholders holding the Shares (including Shares represented by CDIs) in the framework of the normal management of their private estate, are in principle expected to be subject to Belgian withholding tax of 30% if an intermediary established in Belgium was in any way involved in the processing of the payment of the dividends. The Belgian withholding tax of 30% fully discharges their personal income tax liability.

The intermediary established in Belgium, as referred to in the above paragraph, will not qualify as the debtor of the Belgian withholding tax and hence should not withhold the Belgian withholding tax if (a) it is proven to it that another intermediary has withheld the withholding tax, (b) it can demonstrate that the dividends have been paid to an in Belgium established credit institution, stock market company or recognised clearing or settlement institution which has explicitly, unequivocally and verifiably accepted to comply with the obligations “as intermediary” in respect of withholding tax, or (c) the intermediary qualifies as an in Belgium established credit institution, stock market company or recognised clearing or settlement institution which has paid the dividends to (i) credit institutions established abroad, (ii) financial intermediaries, established abroad, as defined in Article 2, 9° of the Act of 2 August 2002, (iii) clearing institutions and settlement institutions, established abroad, as defined in Article 2, 16° and 17°, respectively, of the Act of 2 August 2002, and (iv) undertakings, established abroad, whose principal activity is the management of assets, the provision of advice in connection with the management of assets or the custody and management of financial instruments as well as undertakings, established abroad, which are authorised to carry on one of those activities under the law to which they are subject to (together (i) to (iv), the Specific Foreign Intermediaries).

Belgian individuals may nevertheless opt to report the dividends in their personal income tax return or may even need to report them if (i) an intermediary established in Belgium was involved in the processing of the payment of the dividends but such intermediary did not withhold the Belgian dividend withholding tax due, or (ii) no intermediary established in Belgium was in any way involved in the processing of the payment of the non-Belgian sourced dividends.

Belgian resident individuals who report the dividends in their personal income tax return will normally be taxable at the lower of the generally applicable 30% Belgian withholding tax rate on dividends or at the progressive personal income tax rates applicable to their overall declared income. In addition, if the dividends are reported, the Belgian dividend withholding tax may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the personal income tax due provided that the dividend distribution does not result in a reduction in value of or a capital loss on the Shares (including Shares represented by CDIs) of the Company. The latter condition is not applicable if the individual can demonstrate that he/she has held the Shares (including Shares represented by CDIs) in full legal ownership for an uninterrupted period of twelve (12) months prior to the payment or attribution of the dividends. An exemption from personal income tax could in principle be claimed by Belgian resident individuals in their personal income tax return for a first tranche of dividend income up to the amount of EUR 812 (for income year 2020), subject to certain formalities. All reported dividends are taken into account to assess whether said maximum amount is reached.

For Belgian Resident Shareholders holding Shares (including Shares represented by CDIs) for professional purposes, the Belgian withholding tax will not fully discharge their Belgian income tax liability. Dividends received should be reported by the Shareholder and will, in such a case, be taxable as professional income at the Shareholder’s personal income tax rate increased with local surcharges. Belgian withholding tax levied could then be credited against the personal income tax due and would be reimbursable to the extent that it exceeds the income tax due, subject to two conditions: (i) the taxpayer must own the Shares (including Shares represented by CDIs) in full legal ownership on the day the beneficiary of the dividend is identified and (ii) the dividend distribution may not result in a reduction in value of or a capital loss on Shares (including Shares represented by CDIs). The latter condition is not applicable if the Shareholder can demonstrate that it has held the full legal ownership of Shares (including Shares represented by CDIs) for an uninterrupted period of twelve (12) months immediately prior to the payment or attribution of the dividends.

Companies

Dividends distributed by the Company to Belgian Resident Shareholders are expected to be subject to Belgian withholding tax of 30% if an intermediary established in Belgium was in any way involved in the processing of the payment of the dividends.

institution, stock market company or recognised clearing or settlement institution which has paid the dividends to Specific Foreign Intermediaries.

For Belgian Resident Shareholders, the dividend income (after deduction of any non-Belgian withholding tax but including any Belgian withholding tax) must be declared in the corporate income tax return and will be subject to the standard corporate income tax rate of 25% (for financial years starting on or after 1 January 2020). Subject to certain conditions, a reduced corporate income tax rate of 20% applies for financial years starting on or after 1 January 2020 (for so-called small and medium sized enterprises) on the first EUR 100,000 of taxable profits. Belgian resident companies may under certain conditions deduct 100% of the gross dividend received from their taxable income (Dividend Received Deduction). Such Shareholders should consult their own tax advisor in this respect.

Belgian dividend withholding tax levied at source could be credited against the Belgian corporate income tax due and would be reimbursable to the extent it exceeds such corporate income tax, subject to two conditions: (i) the taxpayer must own the Shares (including Shares represented by CDIs) in full legal ownership on the day the beneficiary of the dividend is identified and (ii) the dividend distribution does not result in a reduction in value of or a capital loss on the Shares (including Shares represented by CDIs). The latter condition is expected not to be applicable: (i) if the taxpayer can demonstrate that it has held the Shares (including Shares represented by CDIs) in full legal ownership for an uninterrupted period of twelve (12) months immediately prior to the payment or attribution of the dividends or (ii) if, during that period, the Shares (including Shares represented by CDIs) never belonged in full legal ownership to a taxpayer other than a Belgian resident company or a non-resident company that has, in an uninterrupted manner, invested the Shares (including Shares represented by CDIs) in a Belgian permanent establishment.

Dividends received by Belgian Resident Shareholders on the Shares (including Shares represented by CDIs) are exempt from Belgian withholding tax provided that the investor satisfies the identification requirements in Article 117, §11 of the Royal Decree implementing the Belgian Income Tax Code 1992.

Belgian Non-Resident Shareholders

Dividend payments on the Shares (including Shares represented by CDIs) through a professional intermediary in Belgium will, in principle, be subject to the 30% withholding tax, unless the Shareholder is resident in a country with which Belgium has concluded a double taxation agreement and delivers the requested affidavit.

Dividends paid by the Company through a Belgian credit institution, stock market company or recognised clearing or settlement institution to Belgian Non-Resident Shareholders should be exempt from Belgian dividend withholding tax with respect to dividends of which the debtor (i.e. the Company) is subject to the Belgian non-resident income tax and has not allocated said income to its Belgian establishment provided that the Belgian Non-Resident Shareholders deliver an affidavit confirming that (i) they are non-residents in the sense of Article 227 of the Belgian Income Tax Code, (ii) they have not allocated the Shares (including Shares represented by CDIs) to business activities in Belgium, and (iii) they are the full owners or usufructors of the Shares (including Shares represented by CDIs).

No Belgian dividend withholding tax should be due with respect to dividends, as referred to in the above paragraph, paid by an in Belgium established credit institution, stock market company or recognised clearing or settlement institution to intermediaries other than Specific Foreign Intermediaries provided that such other intermediaries deliver an affidavit confirming that the beneficiaries of the dividends (i) are non-residents in the sense of Article 227 of the Belgian Income Tax Code, (ii) have not allocated the Shares (including Shares represented by CDIs)

to business activities in Belgium, and (iii) are the full owners or usufructors of the Shares (including shares represented by CDIs).

If Shares (including Shares represented by CDIs) are acquired and held by a Belgian Non-Resident Shareholder in connection with a business in Belgium, the Shareholder must report the dividends received and such dividends will then be taxable at the applicable Belgian non-resident individual or corporate income tax rate, as appropriate. Any Belgian withholding tax levied at source may be credited against the Belgian non-resident individual or corporate income tax and is reimbursable to the extent it exceeds the income tax due, subject to two conditions: (i) the taxpayer must own the Shares (including Shares represented by CDIs) in full legal ownership on the day the beneficiary of the dividends is identified and (ii) the dividend distribution does not result in a reduction in value of or a capital loss on the Shares (including Shares represented by CDIs). The latter condition is not applicable if (i) the non-resident Shareholder can demonstrate that the Shares (including Shares represented by CDIs) were held in full legal ownership for an uninterrupted period of twelve (12) months immediately prior to the payment or attribution of the dividends or (ii) with regard to non-resident companies only, if, during the said period, the Shares (including Shares represented by CDIs) have not belonged in full legal ownership to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the Shares (including Shares represented by CDIs) in a Belgian permanent establishment.

Dividends paid or attributed to Belgian non-resident individuals who do not use the Shares (including Shares represented by CDIs) in the exercise of a professional activity, may be exempt from Belgian non-resident individual income tax up to the amount of EUR 812 (for income year 2020). Consequently, if Belgian withholding tax has been levied on dividends paid or attributed to the Shares (including Shares represented by CDIs), such Belgian non-resident individual may request in their Belgian non-resident income tax return that any Belgian withholding tax levied on dividends up to the amount of EUR 812 (for income year 2020) be credited and, as the case may be, reimbursed. However, if no such Belgian income tax return must be filed by the Belgian non-resident individual Shareholder, Belgian withholding tax levied on such an amount could in principle be reclaimed by filing a request thereto addressed to the tax official to be appointed in a Royal Decree, subject to formalities.

(d) Capital Gains

Belgian Resident Shareholders

Individuals

Belgian Resident Shareholders holding Shares (including Shares represented by CDIs) in the Company would as a matter of principle not be subject to Belgian income tax on capital gains realised upon the disposal of the Shares provided that such capital gains are realised within the scope of normal management of the individual's private estate; capital losses would in such case not be tax deductible. Capital gains realised by a private individual may however be considered as miscellaneous income taxable at 33% (plus local surcharges) if the capital gains are realised outside the scope of normal management of the individual's private estate. Capital losses would in such case not be tax deductible.

Belgian Resident Shareholders holding Shares (including Shares represented by CDIs) for professional purposes may be taxable at the ordinary progressive personal income tax rates (plus local surcharges) on capital gains realised upon the disposal of the Shares (including Shares represented by CDIs) or at a separate rate of 10% (plus local surcharges) (in the framework of cessation of activities under certain circumstances) or 16.5% (plus local surcharges) (for Shares held for more than five (5) years or in the framework of activities under certain circumstances). Capital losses on the Shares (including Shares represented by CDIs) incurred by Belgian resident individuals holding the Shares for professional purposes may be tax deductible. Capital gains realised by Belgian resident individuals upon the redemption of Shares (including Shares represented by CDIs) of the Company or upon the liquidation of the Company would be taxable as a dividend (see above).

Companies

Following Migration, a disposal by a Belgian Resident Shareholder of its Shares (including Shares represented by CDIs) may be exempt from Belgian corporate income tax provided that any potential income distributed in respect of the Shares (or interest in Shares) would be deductible pursuant to the conditions for the application of the Dividend Received Deduction regime. Application of the Dividend Received Deduction regime depends, however,

on a factual analysis to be made upon each distribution and its availability should be verified upon each distribution. Shareholders should consult their own tax advisor in this respect.

If one or more of these conditions for the application of the Dividend Received Deduction regime are not met, then any capital gain realised on Shares (including Shares represented by CDIs) will be taxable at the standard corporate income tax rate of 25%, unless the reduced corporate income tax rate of 20% applies. Capital losses on the Shares incurred by Belgian resident companies are as a general rule not tax deductible.

Capital gains realised by Belgian resident companies upon redemption of the Shares (including Shares represented by CDIs) or upon liquidation of the Company would in principle be subject to the same taxation regime as dividends (see above).

Belgian Non-Resident Shareholders

Belgian Non-Resident Shareholders should in principle not be subject to Belgian income tax on capital gains realised on Shares (including Shares represented by CDIs) unless the Shares (including Shares represented by CDIs) are held as part of a business in Belgium through a fixed base in Belgium or a Belgian permanent establishment. In such case, the same principles apply as described above with regard to Belgian Resident Shareholders - Individuals (holding the Shares for professional purposes) or Belgian Resident Shareholders - Companies.

Shareholders who (i) are not Belgian Resident Shareholders - Individuals, (ii) do not use the Shares (including Shares represented by CDIs) for professional purposes and (iii) have their fiscal residence in a country with which Belgium has not concluded a tax treaty or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the Shares to Belgium, could be subject to tax in Belgium if the capital gains are obtained or received in Belgium and arise from transactions that are considered as speculative or as being outside the scope of normal management of the individual's private estate. In such a case the gain is subject to a final professional withholding tax of 30.28% (to the extent that Articles 90.1 and 248 of the Belgian Income Tax Code 1992 are applicable). Belgium has however concluded tax treaties with more than ninety five (95) countries which would generally provide for a full exemption from Belgian capital gains taxation on such gains realised by residents of those countries. Capital losses are generally not deductible in Belgium.

(e) Tax on stock exchange transactions

The purchase and the sale and any other acquisition or transfer for consideration of existing Shares (including Shares represented by CDIs) (secondary market transactions) in Belgium through a professional intermediary is expected to be subject to the tax on stock exchange transactions (taks op de beursverrichtingen/taxe sur les opérations de bourse) if it is (i) entered into or carried out in Belgium through a professional intermediary, i.e. credit institutions, stock market companies, trade platforms and any other intermediary that habitually acts as an intermediary in securities transactions, or (ii) deemed to be entered into or carried out in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium, or legal entities for the account of their seat of establishment in Belgium (both referred to as Belgian Investor). The tax on stock exchange transactions is not due upon the issuance of Shares (primary market transactions).

The tax on stock exchange transactions is expected to be levied at a rate of 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.

Such tax is separately due by each party to the transaction, and each of those is collected by the professional intermediary. However, if the transaction is in scope of the tax and the order is, directly or indirectly, made to a professional intermediary established outside of Belgium, the tax is then in principle due by the Belgian Investor, unless that Belgian Investor could demonstrate that the tax has already been paid. In the latter case, the foreign professional intermediary would also need to provide each client (which gives such intermediary an order) with a qualifying order statement (bordereau/borderel), at the latest on the business day after the day the transaction concerned was realised. Alternatively, professional intermediaries established outside of Belgium could appoint a stock exchange tax representative in Belgium, subject to certain conditions and formalities (Stock Exchange Tax Representative). Such Stock Exchange Tax Representative will then be liable towards the Belgian Treasury in respect of the transactions executed through the professional intermediary and for complying with the reporting

obligations and the obligations relating to the order statement in that respect. If such a Stock Exchange Tax Representative has paid the tax on stock exchange transactions due, the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transactions.

No tax on stock exchange transactions should be due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Article 2, 9° and 10° of the Act of 2 August 2002; (ii) insurance companies described in Article 2, § 1 of the Belgian Act of 9 July, 1975 on the supervision of insurance companies; (iii) pension institutions referred to in Article 2.1° of the Belgian Act of 27 October, 2006 concerning the supervision of pension institutions; (iv) collective investment institutions; (v) regulated real estate companies; and (vi) Belgian Non-Resident Shareholders provided they deliver a certificate to their financial intermediary in Belgium confirming their non-resident status.

On 14 February, 2013 the EU Commission adopted the Draft Directive on a Financial Transaction Tax (the FTT). The Draft Directive currently stipulates that once the FTT enters into effect, the participating Member States shall not maintain or introduce any taxes on financial transactions other than the FTT (or VAT as provided in the Council Directive 2006/112/EC of 28 November, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into effect. The Draft Directive is still subject to negotiation between the participating Member States and may, therefore, be further amended at any time.

(f) Tax on securities accounts

On 4 November 2020, the Belgian tax authorities published a notice in the Belgian State Gazette indicating that the Council of Ministers has approved on 2 November 2020 a preliminary draft law (Draft Law) aimed at introducing (a renewed version of) an annual tax on securities accounts (Draft TSA). The Draft Law has been submitted for advice to the Belgian Council of State.

The Draft TSA would apply to securities accounts as such and would therefore, in principle, cover all securities accounts held by (i) individuals, including those subject to the Belgian non-resident income tax, and (ii) legal persons subject to the Belgian corporate income tax, the Belgian legal entity tax or Belgian non-resident tax. It would entail an annual tax on the holding of a securities account. The applicable tax base would be the average value of qualifying financial instruments held on a securities account provided said average value exceeds EUR 1,000,000. The applicable tax rate of the Draft TSA is 0.15% and, where applicable, the amount of the tax shall be limited to 10% of the difference between the tax base and 1,000,000 EUR. The Draft Law also contains a general anti-abuse provision which would retroactively apply as from 30 October 2020 preventing, inter alia, (i) the splitting of a securities account where securities are transferred to one or more accounts with the same financial intermediary or to accounts with another financial intermediary with the aim of avoiding that the total value of the securities in one account exceeds EUR 1,000,000, (ii) the opening of securities accounts where securities are spread between accounts with the same financial intermediary or with another financial intermediary with the aim of avoiding that the total value of the securities on one account exceeds EUR 1,000,000, (iii) the conversion of registered shares, bonds and other taxable financial instruments so that they are no longer held in a securities account, with the aim of escaping the tax, (iv) the placing of a securities account subject to the tax in a foreign legal entity that transfers the securities to a foreign securities account, with the intention of avoiding the tax, and (v) placing a securities account subject to the tax in a fund whose parts are placed in registered form, with a view to avoiding the tax. In the above situations, there is a rebuttable presumption of tax avoidance whereby the taxpayer can provide proof to the contrary.

Shareholders are strongly advised to seek their own professional advice in relation to this potential new version of the tax on securities accounts.

PART 8

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Set out below is a summary explanation for the amendments to the Articles of Association of the Company proposed to be made pursuant to Resolution 2 set out in the Notice. The proposed changes will take effect upon the passing of Resolution 2.

A number of changes are necessary to enable the Company to satisfy the eligibility requirements for Euroclear Bank and/or to facilitate Migration and these are described below.

Shareholders are encouraged to review the proposed amendments to the Articles of Association in their entirety which are available for inspection as set out in section 6 of Part 1B of this Circular.

Article	Explanation for the amendments to the Articles of Association
1	New definitions have been inserted in Article 1 for the reason that these expressions are used elsewhere in the amended Articles of Association. The Company has also taken the opportunity to update some other definitions including the definition of "Record Date" which has been updated to take account of the enactment of the Brexit Omnibus Act.
4	Article 4 allows the Company to make enquiries of persons in order to determine if a person has an interest in the Company's shares. A new Article 4(a)b has been inserted in order to make it clear what the obligations of Euroclear Bank are when enquiries are made of it by the Company in accordance with Article 4.

A number of amendments are also being made to Article 4(b) which deals with US restrictions on shareholdings to take account of the Migration and the fact that Participating Securities will be held by a CSD after the Migration. |
| 7 | A new Article 7(b) has been inserted in order to take account of the fact that all the Participating Securities will be registered in the name of Euroclear Nominees which is acting as the nominee for Euroclear Bank. This new provision recognises the fact that Euroclear Nominees shall have no beneficial interest in such shares and all rights attaching to such shares may be exercised on the instructions of Euroclear Bank and the Company shall have no liability to Euroclear Nominees where it acts in response to such instructions. |
| 11 | This Article has been amended to take account of Article 3(1) of CSDR. Article 3(1) requires the Company to arrange for all of its shares which are admitted to trading or traded on trading venues to be represented in book-entry form as immobilisation or subsequent to a direct issuance in dematerialised form. Article 3(1) shall apply to new shares issued after 1 January 2023 and from 1 January 2025, it will apply to all shares in the Company which are admitted to trading or traded on trading venues. |
| 13A | Article 13A is an entirely new article which is intended to facilitate the transfer of Participating Securities to Euroclear Bank in accordance with Migration. Pursuant to this Article, holders of the Migrating Shares will be deemed to have consented and agreed to, inter alia:

• the Company appointing attorneys or agents of such holders to do everything necessary to complete the transfer of the Migrating Shares to Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing) and do all such other things and execute and deliver all such documents and electronic communications as may be required by Euroclear Bank or as may, in the opinion of such attorney or agent, be necessary or desirable to vest the Migrating Shares in Euroclear Nominee (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing) and, pending such vesting, to exercise all such rights attaching to the Migrating Shares as Euroclear Bank and/or Euroclear Nominees may direct;

• the Company's Registrar and/or the Company's secretary completing the registration of the transfer of the Migrating Shares by registering such Migrating Shares in the name of Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify to the Company in writing) without having to furnish the Former Holder with any evidence of transfer or receipt;

• Euroclear Bank and Euroclear Nominees being authorised to take any action necessary or desirable to enable the issuance of CDIs by the CREST Depository to the relevant holders of the Migrating Shares, including any action necessary or desirable in order to authorise Euroclear Bank, Euroclear Nominees, the CREST Nominee and/or any other relevant entity to instruct the CREST Depository and/or EUI to issue the CDIs to the relevant holders of the Migrating Shares pursuant to the terms of the CREST Deed Poll or otherwise; |

Article	Explanation for the amendments to the Articles of Association
	• the attorney or agent appointed pursuant to Article 13A being empowered to procure the issue by the Company's Registrar of such instructions in the Euroclear System or otherwise as are necessary or desirable to give effect to the Migration and the related admission of the Migrating Shares to the Euroclear System, withdraw any Participating Securities from the CREST System, execute and deliver (i) any forms, instruments or instructions of transfer on behalf of the Holders of the Migrating Shares in favour of Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing), and (ii) such agreements or other documentation, electronic communications or instructions as may be required in connection with the admission of the Migrating Shares and any interest in them to the Euroclear System; and
• the Company's Registrar, the Company's Secretary and/or EUI releasing such personal data of the Holder of the Migrating Shares to the extent required by Euroclear Bank, the CREST Depository and/or EUI to effect the Migration and the issue of the CDIs.

Article

Explanation for the amendments to the Articles of Association

• the attorney or agent appointed pursuant to Article 13A being empowered to procure the issue by the Company's Registrar of such instructions in the Euroclear System or otherwise as are necessary or desirable to give effect to the Migration and the related admission of the Migrating Shares to the Euroclear System, withdraw any Participating Securities from the CREST System, execute and deliver (i) any forms, instruments or instructions of transfer on behalf of the Holders of the Migrating Shares in favour of Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing), and (ii) such agreements or other documentation, electronic communications or instructions as may be required in connection with the admission of the Migrating Shares and any interest in them to the Euroclear System; and

• the Company's Registrar, the Company's Secretary and/or EUI releasing such personal data of the Holder of the Migrating Shares to the extent required by Euroclear Bank, the CREST Depository and/or EUI to effect the Migration and the issue of the CDIs.

Pursuant to Article 13A the holders of the Migrating Shares agree that none of the Company, Directors, the Company's Registrar or the Company's Secretary will be liable in any way in connection with any of the actions taken in respect of the Migrating Shares in connection with the Migration and any/or failures and/or errors in the systems, processes or procedures of Euroclear Bank and/or EUI which adversely impacts the implementation of the Migration. |
| 33 | Article 33 deals with the requirement for a written instrument of transfer in order to transfer an interest in the shares in the Company. An additional sentence has been added to make it clear that the Company can allow shares to be transferred without a written instrument as permitted by the Companies Act. |
| 34 | Article 34 is being amended to further facilitate the transfers of shares as part of Migration and also for any subsequent transfers in or out of the CSD. As the payment mechanism for Irish stamp duty has yet to be fully clarified, a new Article 34(b) has been included relating to stamp duty. |
| 53 | In Article 53, the quorum for shareholder meetings is reduced from 3 persons to 2 persons. Article 53(b) has been amended to provide that if at an adjourned meeting such a quorum is not present within half an hour from the time appointed and the meeting shall have been convened by resolution of the Directors, a proxy appointed by a central securities depository entitled to be counted in a quorum present at the meeting shall be a quorum. |
| 55 | Article 55(c) has been amended to make it clear that members present includes members present in person or by proxy. |
| 65(b) and 71 | The reference to the 48 hour deadline for the submission of proxies in these Articles has been deleted or amended to the latest time which may be specified by the Directors subject to the requirements of the Companies Act and a related change is made in the new Article 71(c). |
| 67(h) | A new Article 67(h) has been inserted in order to make it clear what the obligations of Euroclear Bank are when a Restriction Notice is served on it by the Company in accordance with Article 67. |
| 69 | Article 69 is being amended to allow members to appoint multiple proxies provided that where a member appoints more than one proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by that member. |
| 70 | As Euroclear Bank is a body corporate, its ability to appoint representatives at meetings of the Company is being further facilitated by the amendment in Article 70 which allows for the appointment of multiple corporate representatives. |
| 72 | Additional provisions are being included in Article 72 in order to make it clear that proxies can be appointed using Euroclear Bank's system for electronic communications. |
| 116 | Article 116 is being amended in order to make it clear that dividends and all monies can be paid in accordance with such arrangements as the Company may agree with Euroclear Bank. |
| 126 | Article 126 is being amended in order to allow for the serving of notices on Euroclear Bank via its messaging system. |

PART 9

DEFINITIONS

The following definitions apply in this Circular unless the context otherwise clearly requires:


Articles of Association or Articles	the articles of association of the Company as filed with the Registrar of Companies;
Belgian Law Rights	the fungible co-ownership rights governed by Belgian law over a pool of book-entry interests in securities of the same issue (i.e. ISIN) which the EB Participants will receive upon Migration, further summary details of which are set out in Part 5 of this Circular;
Belgium	the Kingdom of Belgium and the word 'Belgian' shall be construed accordingly;
Broadridge	Broadridge Proxy Voting Service;
Brexit Omnibus Act	the Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020;
Brexit	the United Kingdom's withdrawal from the European Union;
Brexit Date	means 31 December 2020;
business day	means a day, other than a Saturday, Sunday or public holiday in Dublin and London;
CAT	Irish capital acquisitions tax;
CCSS	CREST Courier and Sorting Service;
CDI	CREST Depository Interest;
certificated form or in certificated form	a share being the subject of a certificate as referred to in section 99(1) of the Companies Act;
Circular	this Circular dated 9 January 2021;
Companies Act	the Companies Act 2014 (No. 38 of 2014), as amended;
Company or PTSB	Permanent TSB Group Holdings PLC;
Company's Registrar	the registrar to the Company, being Link Registrars Limited;
Constitution	the constitution of the Company as in effect from time to time, consisting of the Memorandum of Association and the Articles of Association;
CREST or CREST System	the relevant settlement system operated by EUI and constituting a relevant system for the purposes of the Irish CREST Regulations;
CREST Deed Poll	the global deed poll made on 25 June 2001 by CREST Depository, a copy of which is set out in the CREST International Manual;
CREST Depository	CREST Depository Limited, a subsidiary of EUI;
CREST Depository Interest or CDI	an English law security issued by the CREST Depository that represents a CREST member's interest in the underlying share;
CREST International Manual	the CREST manual for the Investor CSD service offered by EUI entitled 'CREST International Manual' dated November 2020, as may be amended, varied, replaced or superseded from time to time;
CREST Manual	the documents issued by Euroclear Bank governing the operation of CREST, as may be amended, varied, replaced or superseded from time to time consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CREST CCSS Operations Manual, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms);

CREST members	has the meaning given to it in the CREST Manual;
CREST Nominee	CIN (Belgium) Limited, a subsidiary of CREST Depository, or any other body appointed to act as a nominee on behalf of the CREST Depository, including the CREST Depository itself;
CREST Proxy Instruction	the appropriate CREST message to be completed with respect to a proxy appointment or instruction, as outlined in the CREST Manual;
CREST Terms and Conditions	the document issued by Euroclear Bank entitled ‘CREST Terms and Conditions’ dated August 2020, as may be amended, varied, replaced or superseded from time to time;
CREST Participant	participants in EUI;
CREST Proxy Instruction	the instruction whereby CREST members send a CREST message appointing a proxy to the meeting and instructing the proxy on how to vote;
CSD	a central securities depository, including EUI and Euroclear Bank;
CSDR	Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July, 2014 on improving securities settlement in the European Union and on central securities depositaries and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;
Custodian	a service provider or financial institution in whose name securities are held in custody for the purposes of the Euroclear System on behalf of an underlying holder;
Directors or Board	the board of directors of the Company, details of which are set out on page 10 of this Circular;
DWT	Irish dividend withholding tax;
EB Migration Guide	the document issued by Euroclear Bank entitled ‘Euroclear Bank as Issuer CSD for Irish corporate securities; Migration Guide’ dated October 2020, as may be amended, varied, replaced or superseded from time to time;
EB Operating Procedures	the document issued by Euroclear Bank entitled ‘The Operating Procedures of the Euroclear System’ dated October 2020, as may be amended, varied, replaced or superseded from time to time;
EB Participants	participants in Euroclear Bank, each of which has entered into an agreement to participate in the Euroclear System subject to the Euroclear Terms and Conditions;
EB Proxy Appointment Deadline	the deadline for proxy appointment as set by EB in connection with general meetings in accordance with the provisions of the EB Services Description;
EB Rights of Participants Document	the document issued by Euroclear Bank entitled ‘Rights of Participants to Securities deposited in the Euroclear System’ dated July 2017;
EB Services Description	the document issued by Euroclear Bank entitled ‘Euroclear Bank as Issuer CSD for Irish corporate securities’ Services Description dated October 2020, as may be amended, varied, replaced or superseded from time to time;
ESMA	the European Securities and Markets Authority;
EU	the European Union;
EUI	Euroclear UK & Ireland Limited, the operator of the CREST System;
Euro or EUR or €	euro, the lawful currency of Ireland;
Euroclear Bank or EB	Euroclear Bank SA/NV, an international CSD based in Belgium and part of the Euroclear Group;

Euroclear Group	the group of Euroclear companies, including Euroclear Bank and EUI;
Euroclear Nominees	Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, established under the laws of England and Wales with registration number 02369969;
Euroclear System	the securities settlement system operated by Euroclear Bank and governed by Belgian law;
Euroclear Terms and Conditions	the document issued by Euroclear Bank entitled ‘Terms and Conditions governing use of Euroclear dated April 2019, as may be amended, varied, replaced or superseded from time to time;
Euronext Dublin	The Irish Stock Exchange PLC, trading as Euronext Dublin;
Euronext Dublin Listing Rules	the Euronext Dublin Listing Rules for companies published by Euronext Dublin;
Euronext Dublin Trading Rules	the Euronext Dublin Trading Rules for companies published by Euronext Dublin;
Extraordinary General Meeting or EGM	the extraordinary general meeting of the Company convened to be held at 11:00 a.m. on 12 February 2021;
FCA	the Financial Conduct Authority of the United Kingdom;
Finance Bill	the Finance Bill 2020;
Form of Proxy	the form of proxy in respect of voting at the EGM;
Former Holders	the former registered holders of Participating Securities at the Migration Record Date who, following Migration, hold, either directly or indirectly, Belgian Law Rights in such Participating Securities as EB Participants;
FSMA	The Financial Services and Markets Act 2000 (as amended) of the United Kingdom
GBP or £	pounds sterling, the lawful currency of the United Kingdom;
Holders of Participating Securities	registered holders of Participating Securities and/ or (as the context requires) persons holding their interests in Shares through such registered holders
Ireland	the island of Ireland, excluding Northern Ireland and the word ‘Irish’ shall be construed accordingly;
Irish CREST Regulations	Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended);
Irish Securities	shares constituted under Irish law;
Investor CSD	has the meaning given to it in Article 1(f) of Commission Delegated Regulation (EU) 2017/392 of 11 November 2016 supplementing CSDR;
Issuer CSD	has the meaning given to it in Article 1(e) of Commission Delegated Regulation (EU) 2017/392 of 11 November 2016 supplementing CSDR;
Joint Holder(s)	Shareholders whose names are entered in the Register of Members as the joint holders of a Share;
Latest Practicable Date	17 December 2020, being the latest practicable date prior to the issue of this Circular;
Listing Rules	the Euronext Dublin Listing Rules and/or the UK Listing Rules, as applicable;
Live Date	the date appointed by Euronext Dublin pursuant to the Migration Act to be the effective date in respect of Market Migration;
London Stock Exchange	London Stock Exchange plc;

London Stock Exchange Trading Rules	the trading rules of the London Stock Exchange as set out in the Rules of the London Stock Exchange Effective Date 1 July 2019;
Market Migration	the migration to Euroclear Bank of the Participating Securities of all Relevant Issuers;
Memorandum of Association	the memorandum of association of the Company as filed with the Registrar of Companies;
MiFID II	Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EC;
Migrating Shares	if the Resolutions are passed, and the Company satisfies the other requirements applicable to Migration becoming effective, the Participating Securities in the Company on the Migration Record Date;
Migrating Shareholders	the registered holders of Migrating Shares as at the Live Date;
Migration or Migrate	the transfer of title to uncertificated securities of the Company, which are at the Live Date Participating Securities, to Euroclear Nominees holding on trust for Euroclear Bank with effect from the Live Date as described in this Circular and including, where the context requires, migration as described in and as envisaged by the EB Migration Guide;
Migration Act	the Migration of Participating Securities Act 2019;
Migration Record Date	7.00 p.m. on Friday, 12 March 2021 or such other date and time as may be announced by EUI and/or Euroclear Bank to determine the holders of Participating Securities to be subject to Migration;
Notice	the notice of Extraordinary General Meeting which is contained at Appendix I this Circular;
Notification to Euroclear	Letter from the Company to Euroclear Bank dated 4 November 2020, notifying the Company's intention to seek shareholder consent in order for Participating Securities in the Company to be the subject of Migration in accordance with the Migration Act;
Online Market Guide	a Euroclear Bank web based resource providing specific legal and operational information for individual domestic markets;
Participating Issuer(s)	has the meaning given in the Migration Act;
Participating Securities	has the meaning given to the term 'relevant participating securities' in the Migration Act which have been issued by the Company (where applicable);
Register or Register of Members	the register of members of the Company, maintained pursuant to section 169 of the Companies Act;
Regulatory Information Service	an electronic information dissemination service permitted by Euronext Dublin and the London Stock Exchange;
Relevant Issuers	Participating Issuers that have complied with the necessary formalities for Migration to occur under the Migration Act;
Resolutions	the resolutions proposed for consideration at the EGM as set out in the Notice;
Royal Decree No. 62	Belgian Royal Decree No.62 of 10 November 1967, on the deposit of fungible financial instruments and the settlement of transactions involving such instruments;
Section 6(4) Notice	the notice published by the Company in accordance with section 6(4) of the Migration Act;
Securities Clearance Account	an account in the name of an EB Participant with the Euroclear System;
Special Resolution	a resolution requiring the approval of 75% or more of the votes cast, in person or by proxy at a general meeting;

Shares	ordinary shares of €0.50 each in the capital of the Company;
Shareholder(s)	holders of Shares;
SRD II	Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement;
SRN	A shareholder reference number which can be found on your Form of Proxy;
TCA	The Taxes Consolidation Act 1997 (as amended);
UK Listing Rules	the Listing Rules made by the FCA under Part VI of FSMA;
uncertificated or in uncertificated form	a share recorded on the relevant register of the share or security concerned as being held in uncertificated form in a relevant system (within the meaning of the Irish CREST Regulations) or a CSD, and title to which may be transferred by means of a relevant system or a securities settlement system (as defined in the CSDR) operated by a CSD; and
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender.

Unless otherwise stated, all reference to time in this Circular are to Irish time.

APPENDIX I

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

PERMANENT TSB GROUP HOLDINGS PLC

(the Company)

NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Company will be held at 56-59 St. Stephen's Green, Dublin 2, D02 H489 on Friday, 12 February 2021 at 11:00am for the following purposes:

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

Special resolution within the meaning of sections 4, 5 and 8 of the Migration of Participating Securities Act 2019

"WHEREAS:-

(a) the Company has notified Euroclear Bank SA/NV (Euroclear Bank) by a letter dated 5 November 2020 of the proposal that the relevant Participating Securities in the Company are to be the subject of Migration, in accordance with the Migration of Participating Securities Act 2019 (the Migration Act);

(b) the Company has received a statement in writing from Euroclear Bank dated 9 November 2020 (as required by section 5(6)(a) of the Migration Act) to the effect that the provision of the services of Euroclear Bank's settlement system to the Company will, on and from the Live Date, be in compliance with Article 23 of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 (CSDR); and

(c) the Company has received the statement from Euroclear Bank dated 9 November 2020 (as required by section 5(6)(b) of the Migration Act) to the effect that following;

(i) such inquiries as have been made of the Company by Euroclear Bank, and

(ii) the provision of such information by or on behalf of the Company, in writing, to Euroclear Bank as specified by Euroclear Bank,

Euroclear Bank is satisfied that the relevant Participating Securities in the Company meet the criteria stipulated by Euroclear Bank for the entry of the Participating Securities into the settlement system operated by Euroclear Bank.

IT IS HEREBY RESOLVED that this meeting approves of the Company giving its consent to Migration of the Migrating Shares to Euroclear Bank's central securities depository (which is authorised in Belgium for the purposes of CSDR) on the basis that the implementation of Migration shall be determined by and take effect subject to a resolution of the board of directors of the Company (or a committee thereof) at its discretion and provided that as part of Migration the title to the Migrating Shares will become and be vested in Euroclear Nominees Limited being a company incorporated under the laws of England and Wales with registration number 02369969 as part of Migration and acting in its capacity as the trustee for and/or nominee of Euroclear Bank for the purposes of the Migrating Shares being admitted to the Euroclear System. It being understood that:-

Circular means the circular issued by the Company to its shareholders and dated 9 January 2021;
Euroclear System means has the same meaning as defined in the Circular;
Live Date has the same meaning as defined in the Circular;
Migration has the same meaning as defined in the Circular;

Migrating Shares has the same meaning as defined in the Circular;

Participating Securities has the same meaning as defined in the Circular; and

relevant Participating Securities means all Participating Securities recorded in the register of members of the Company on the Live Date."

2 Special resolution for the purposes of the Companies Act 2014

"That, subject to the adoption of Resolution 1 in the Notice of this EGM, the Articles of Association of the Company, which have been signed by the Chairman of this EGM for identification purposes and which have been available for inspection at the registered office of the Company since the date of the Notice of this EGM, be approved and adopted as the new Articles of Association of the Company on and with effect from the passing of this Resolution and to the exclusion of the existing Articles of Association of the Company."

3 Ordinary resolution for the purposes of the Companies Act 2014

"That, subject to the adoption of Resolutions 1 and 2 in the Notice of this EGM, the Company be and is hereby authorised and instructed to:

(a) take any and all actions which the Directors, in their absolute discretion, consider necessary or desirable to implement Migration and/or the matters in connection with Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide (as amended from time to time)); and

(b) appoint of any persons as attorney or agent for the holders of the Migrating Shares to do any and all things, including the execution and delivery of all such documents and/or instructions as may, in the opinion of the attorney or agent, be necessary or desirable to implement Migration and/or the matters in connection with Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide (as amended from time to time)) including:

(i) instructing Euroclear Bank and/or Euroclear Nominees to credit the interests of the holders of the Migrating Shares in the Migrating Shares (i.e. the Belgian Law Rights representing the Migrating Shares to which such holder was entitled) to the account of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear System, as nominee and for the benefit of the CREST Depository (or the account of such other nominee(s) of the CREST Depository as it may determine);

(ii) any action necessary or desirable to enable the CREST Depository to hold the interests in the Migrating Shares referred to in sub-paragraph (i) above on trust pursuant to the terms of the CREST Deed Poll or otherwise and for the benefit of the holders of the CREST Depository Interests (CDIs) (being the relevant holders of the Migrating Shares);

(iii) any action necessary or desirable to enable the issuance of CDIs by the CREST Depository to the relevant holders of the Migrating Shares, including any action deemed necessary or desirable in order to authorise Euroclear Bank, the CREST Nominee and/or any other relevant entity to instruct the CREST Depository and/or EUI to issue the CDIs to the relevant holders of the Migrating Shares pursuant to the terms of the CREST Deed Poll or otherwise; and

(iv) without prejudice to the rights and entitlements of the Company otherwise so to do, the release by the Company's registrar, the secretary of the Company and/or EUI of such personal data of a holder of Migrating Shares as is required by Euroclear Bank, the CREST Depository and/or EUI to effect Migration and the issue of the CDIs.

It being understood that capitalised terms used in this Resolution shall have the meaning given to them in the circular issued by the Company to its shareholders on 9 January 2021 and dated 9 January 2021.

By order of the Board

Conor Ryan
Company Secretary
Registered Office:
56-59 St. Stephen's Green,
Dublin 2,
D02 H489

9 January 2021

EGM NOTICE: NOTES

The following information is provided to members in accordance with Section 1103 of the Companies Act 2014.

1 COVID-19

We are closely monitoring the situation and the measures advised by the Government of Ireland in relation to the ongoing COVID-19 pandemic and will endeavour to take all recommended actions into account in the conduct of the EGM. There will be restricted attendance at the EGM, the EGM will be as brief as possible and the venue will be vacated promptly following the EGM. Refreshments will not be served. Under the Migration Act the quorum for the EGM is at least 3 persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company.

In the event that it is not possible to hold the EGM either in compliance with public health guidance or applicable law or whether it is otherwise considered that proceeding with the EGM as planned poses an unacceptable risk to health and safety, the EGM may be adjourned or postponed will be given in accordance with the Company's articles of association.

2 Voting rights and total number of issued shares

As a Shareholder, you have several ways of exercising your vote:

(a) by attending the EGM in person (having due regard to requirements and to public health guidelines related to COVID-19);
(b) by appointing a proxy to attend and vote on your behalf; or
(c) by appointing a proxy through the CREST system if you hold your Ordinary Shares in CREST.

In the case of Joint Holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered Shareholders and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders in respect of the joint holding.

The total number of issued Ordinary Shares on the date of this Notice of EGM is 454,695,492. Each Ordinary Share carries one vote. On a vote on a show of hands, every Shareholder present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every Shareholder shall have one vote for every Ordinary Share of which he or she is the holder. The resolutions to be proposed at the EGM will be determined on a poll and will require to be passed by a simple majority of votes cast by those Shareholders who vote in person or by proxy.

In light of the ongoing impact of the COVID-19 pandemic and related public health guidance, we encourage shareholders to submit their Forms of Proxy to ensure they can vote and be represented at the EGM without the need to attend in person.

3 Teleconference service

For your convenience and safety, we will conduct the EGM proceedings via teleconference.

You will need to visit www.permanentsbgroup.ie using your smartphone, tablet or computer. Click on the 'EGM' icon on the homepage and thereafter follow the instructions. To listen to the EGM live you will be prompted to enter your unique 'Login Code' and 'PIN'. Your Login Code is your 11 digit Investor Code (IVC), including any leading zeros. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder and will also facilitate the submission of questions relevant to the business of the meeting. Your IVC can be found on the proxy voting form that was issued to you by post, your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Registrars Limited, by calling +353 1 553 0050*. Access to the EGM will be available from 15 minutes before start of event although you will not be able to listen to the audio until the meeting is declared open.

If your Shares are held within a Nominee and you wish to participate in the meeting, you will need to contact your Nominee in order that they can obtain for you, from Link Registrars Limited, our Registrar, your Login Code and PIN for onward transmission to you ahead of the meeting.

4 Entitlement to attend and vote

Only those members registered in the register of members of the Company at 7.00 p.m. on 10 February 2021 or if the EGM is adjourned, at 7.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting shall be entitled to attend, speak, ask questions and in respect of the number of Ordinary Shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

5 Appointment of proxies

A member who is entitled to attend, speak, ask questions 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 behalf at the EGM and may appoint more than one proxy to attend on the same occasion in respect of Ordinary Shares held in different securities accounts. Only Shareholders shall have the right to appoint a proxy to attend, speak, ask questions and vote on his/her behalf at the EGM and at any adjournment thereof. Such 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 Ordinary Shares differently from other Ordinary Shares held by it. The appointment of a proxy will not preclude a Shareholder from attending, speaking, asking questions and voting at the EGM should such Shareholder subsequently wish to do so. A proxy shall be bound by the articles of association of the Company. A proxy need not be a member of the Company. Any Shareholder wishing to appoint more than one proxy should contact the Registrars of the Company, Link Registrars Limited, by telephone on +353 (0)1 553 0050.

If you intend to appoint a proxy other than the Chairman of the EGM, we would ask that, as a contingency measure, you would additionally appoint the chair of the EGM as an alternative in the event the initially intended proxy is unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote being included in a wider range of contingent scenarios.

A Form of Proxy for use by Shareholders is enclosed with the Notice of EGM. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or other authority under which it is executed, or a copy of such authority certified notarially or by a solicitor practicing in the Republic of Ireland, must be deposited with the Registrars of the Company, either by post to P.O. Box 1110, Maynooth, Kildare, Ireland or by hand during normal business hours only being 9.00 a.m. to 5.00 p.m. Monday to Friday, excluding bank holidays, to Link Registrars Limited, Level 2, Block C, Maynooth Business Campus, Maynooth, Co.Kildare, W23 F854, Ireland, so as to be received in any case no later than 48 hours before the time appointed for the EGM or adjourned EGM or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialled by the person who signs it.

Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the EGM or adjourned EGM or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:

(a) be submitted by fax to +353 (0)1 2240700, provided it is received in legible form; or
(b) be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the Company's Registrar's website, www.signalshares.com and entering Permanent tsb Group Holdings plc in the company name field. You will need to register for Signal Shares by clicking on "registration section" (if you have not registered previously) and following the instructions thereon; or
(c) 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.

In the case of a corporation, the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney, or submitted electronically in accordance with note (b) above.

On any other business which may properly come before the EGM, or any adjournment thereof, and whether procedural or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) not specified in this Notice of EGM, the proxy will act at his/her discretion.

6 Questions at the EGM

While we will have the facility to take some live questions on the day of the EGM, we also invite you to submit, in advance, any questions you would like to have asked at the EGM in writing by email to [email protected] no later than 12 noon on 10 February 2021 or by sending a letter and evidence of your shareholding at least four (4) business days prior to the EGM by post to the Company Secretary at the Company's registered office.

Under Section 1107 of the Companies Act 2014, the Company must answer any question which a member may ask relating to the business being dealt with at the EGM unless:

(a) answering the question would interfere unduly with the preparation of the EGM or the confidentiality and business interests of the Company;

(b) the answer has already been given on a website in a question and answer format; or

(c) it appears to the Chairman of the EGM that it is undesirable in the interests of good order of the meeting that the question be answered.

7 Other resolutions

The EGM is being convened to consider the specific resolution as incorporated in this Notice of EGM. As the text of this resolution is set out in this Notice of EGM, Section 1104(1)(b) of the Companies Act 2014 (which provides that a member or a group of members holding three per cent. of the issued share capital, representing at least three per cent. of the total voting rights of all members who have a right to vote at the meeting, have a right to table a draft resolution for an item on the agenda of an extraordinary general meeting) is accordingly inapplicable.

Subject to the Companies Act 2014 and any provision of the Company's articles of association, where a resolution is proposed as:

(a) a special resolution, no amendment to the resolution (other than an amendment to correct a patent error) may be considered at the EGM; and

(b) an ordinary resolution, no amendment to the resolution (other than an amendment to correct a patent error) may be considered or voted upon unless either at least 48 hours prior to the time appointed for holding the general meeting or adjourned meeting at which the ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move same has been lodged with the Company Secretary or the Chairman in his absolute discretion decides that it may be considered or voted upon.

8 Information regarding the EGM

Information regarding the EGM, including information required by Section 1103 of the Companies Act, 2014, is available from www.permanentsbgroup.ie.

The Company will take all appropriate safety measures as the Directors may in their absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the EGM to ensure the safety of any attendees and others involved with it. Such measures may include, without limitation, the restriction of the number of attendees, and health and/or compliance related checks and requirements.

During the EGM, members (or their duly appointed proxies) may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorised by the Chairman of the EGM. This prohibition shall not apply to equipment being used by the Company for the purpose of projecting the EGM onto screens during the EGM or to photographs taken by accredited press photographers admitted to the EGM. Please note, such equipment may capture personal data. Such personal data shall be used for the purpose of the EGM and in full compliance with applicable data protection law. In addition, the Company may process your personal data for other legitimate interests of the Company or to meet further legal obligations.

APPENDIX II

RIGHTS OF MEMBERS OF IRISH INCORPORATED PLCs UNDER THE COMPANIES ACT 2014 THAT ARE NOT DIRECTLY EXERCISABLE UNDER THE EUROCLEAR BANK SERVICE OFFERING

In order to exercise the rights listed in this Appendix II following Migration, a Former Holder must withdraw Participating Securities from Euroclear Bank, resulting in a certificated (or paper) holding. Such Former Holder will then be a "member" under Irish company law and will be able to exercise these rights directly in such capacity.

Information in relation to the actions to be taken by a Former Holder in order to withdraw Participating Securities from Euroclear Bank (including by way of a CDI holding) is set out in Question 18 of Part 2 of this Circular and in the EB Services Description.

No.	Irish legal right	Section of the Companies Act 2014	Person(s) entitled to exercise
1	To have a copy of the Articles of Association sent to the member	37(1)	“any member”
2	To object to the conversion of his shares	83(4)	“the holder”
3	To apply to Court to have a variation of share rights cancelled	89(1)	“not less than 10 per cent of the issued shares of that class, being members who did not consent to or vote in favour of the resolution for the variation”
4	To apply to Court to have overdue share certificates issued	99(4)	“the person entitled to have the certificates”
5	To apply to Court to have an invalid creation, allotment, acquisition or cancellation of shares reviewed	100(2)	“any member or former member”
6	To inspect a contract of purchase of the company's own shares	105(8); 112(2)	“the members”
7	To be sent copies of representations from directors the subject of a resolution to be removed	146(6)	“every member of the company to whom notice of the meeting is sent”
8	To apply to Court to rectify the register of members	173(1)	“any member”
9	To object to the holding of a general meeting outside the State	176(2)	“unless all of the members entitled to attend and vote at such meeting consent in writing”
10	To convene an EGM	178(2)	“not less than 50 per cent (or such other percentage as may be specified in the Constitution) of the paid up share capital of the company as, at that time, carries the right of voting at general meetings of the company”
11	To require the directors to convene an EGM	178(3) (as modified by 1101 in the case of a regulated market PLC)	“on the requisition of members holding not less than 5 per cent of the paid up share capital of the company, as at the date of the deposit of the requisition of EGM carries the right of voting at general meetings of the company”
12	To apply to court for an order requiring a general meeting to be called
(Note that notices of meetings will be disseminated to holders via both the Euroclear System and the CREST System, in each case subject to the respective terms and conditions as set out in the EB Services Description and	179(1)	“a member of the company who would be entitled to vote at a general meeting of it”

No.	Irish legal right	Section of the Companies Act 2014	Person(s) entitled to exercise
	the CREST International Manual)
13	To receive notice of every general meeting	180(1)	“every member”
14	To object to the holding of a meeting on short notice	181(2)	“if it is so agreed by ... all the members entitled to attend and vote at the meeting”
15	Ability of a body corporate to appoint a corporate representative to represent it at shareholder meetings	185(1)	“if it is a member...”
16	To vote at general meetings
(Note that voting rights can be exercised via both the Euroclear System and the CREST System, in each case subject to the respective terms and conditions as set out in the EB Services Description and the CREST International Manual)	188(2)	“every member”
17	To demand a poll at a general meeting	189(2)	“(c) any member or members present in person or by proxy and representing not less than 10 per cent of the total voting rights of all the members of the company concerned having the right to vote at the meeting; or
(d) a member or members holding shares in the company concerned conferring the right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 10 per cent of the total sum paid up on all the shares conferring that right”
18	To apply to court for a declaration that a director is personally responsible for the company's liabilities where a solvency declaration is given without reasonable grounds	210(1)	“a ... member”
19	To apply to court to cancel certain special resolutions	211(3)	“one or more members who held, or together held, not less than 10 per cent in nominal value of the company's issued share capital, or any class thereof, at the date of the passing of the special resolution and hold, or together hold, not less than that percentage in nominal value of the foregoing on the date of the making of the application”
20	To apply to the court for an order where there is an instance of minority oppression	212(1)	“any member”
21	To apply to the court for an order permitting a dissenting shareholder to retain his or her shares or varying the terms of the scheme, contract or offer as they apply to that shareholder, or in a case where the offeror is bound to acquire his or her shares by virtue of section 457(7)(a), apply to the court for an order varying the terms of the scheme, contract or offer as they apply to that dissenting shareholder	459 (5) to (8)	"dissenting shareholder"
22	To apply to the court for the appointment of one or more competent inspectors to investigate the affairs of a company in	747(2)	“not less than 10 members of the company or a member or members

No.	Irish legal right	Section of the Companies Act 2014	Person(s) entitled to exercise
	order to enquire into matters specified by the court and to report on those matters in such manner as the court directs		holding one-tenth or more of the paid up share capital of the company
23	To apply to the court for an order that the company or officer in default to remedy the default within such time as the court specifies.	797(3)(a)	“any member”
24	Ability to put item on the agenda at an annual general meeting	1104(1)	“One or more members...subject to the member or members concerned holding 3 per cent of the issued share capital of the PLC, representing at least 3 per cent of the total voting rights of all the members”
25	Ability to request the company to acquire his shareholding for cash	1140(1)	A “shareholder”

Note:

Rights in respect of general meetings may be exercised through the Euroclear System, subject to the terms and restrictions set out in the EB Services Description.

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DRAFT FOR EGM TO BE HELD ON 12 FEBRUARY 2021

Companies Acts, 2014

COMPANY LIMITED BY SHARES

CONSTITUTION

PERMANENT TSB GROUP HOLDINGS PUBLIC LIMITED COMPANY

(as amended by special resolution passed on 10 May 2017[12 February 2021])

Incorporated 24 August, 2009

A & L Goodbody

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Companies Acts, 2014

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

PERMANENT TSB GROUP HOLDINGS PUBLIC LIMITED COMPANY

(as amended by special resolution passed on 10 May 2017[12 February 2021])

The name of the Company is Permanent TSB Group Holdings Public Limited Company (the Company).
The Company is to be a public limited company.
The objects for which the Company is established are:

(1) to carry on the business of a holding company and for such purpose to acquire and hold, either in the name of the Company or in the name of any nominee or agent, any shares, stocks, bonds, debentures or debenture stock (whether perpetual or not), loan stock, notes, obligations or other securities or assets of any kind, whether corporeal or incorporeal (in this clause referred to as Securities) issued or guaranteed by any company, body corporate or other legal person, and similarly to acquire and hold as aforesaid any Securities issued or guaranteed by any government, state, ruler, commissioners, or other public body or authority (and whether sovereign, dependent, national regional, local or municipal), and to acquire any Securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit and to exercise and enforce all rights and powers conferred by or incident to the ownership of any Securities including, without limitation, all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof;

(2)

(a) to act as trustee for the holders of or otherwise in relation to any investments or securities including those referred to in sub-clause (3)(b); and
(b) to undertake and execute any trusts (whether public or private) in Ireland or elsewhere in the world whether such trusts are created by or arise under statute, settlement, deed, instrument, testamentary disposition, oral declaration, operation of law or otherwise; and

a. to undertake and execute the office of trustee, custodian, executor, administrator, committee, treasurer, registrar, curator, accountant, or any other office of trust or confidence;
b. to act as attorney, nominee or proxy for or on behalf of any Government, State, Principality, Commission, Commissioners, municipal, local or other authority, corporation, company, association, trust, person, undertaking or

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entity of any kind;

c. to establish and keep on its own behalf or on behalf of others and to undertake any duties in relation to any register relating to any stocks, shares, debentures, debenture stock, bonds or other securities or obligations or any real or personal property of any kind;
d. to perform and discharge the duties incident to any of the foregoing and to transact all kinds of business connected therewith;

(3)

(a) to carry on all or any of the businesses of investment managers, fund managers and providers of financial, investment, management, business and other advice, assistance and services of all kinds; and
(b) to establish and manage funds on its own account and for others; and

(i) to invest any funds so established and managed in securities and investments of all kinds including bills of exchange, promissory notes, exchequer bills, coupons, drafts, warrants, debentures, debenture stock, bonds, scrip, currencies, funds, stocks, shares, rights to new issues, debentures, obligations, options, option certificates, futures, annuities, interests in property (real or personal) including security interests, circular notes and financial and investment instruments of any kind in all cases whether or not fully paid up;
(ii) to subscribe for any such securities or investments either conditionally or otherwise and by way of original subscription, tender, syndicate, participation, purchase, exchange or otherwise and upon such terms and conditions and in such manner as may be expedient and to underwrite or guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof;
(iii) to sell, exchange or otherwise dispose of or turn to account any such securities or investments;
(iv) to invest in or acquire by repurchase or otherwise any such securities or investments; and
(v) to vary such securities and investments from time to time.

(4) to carry out all types of financing and investment whatsoever and to carry on all or any of the businesses of a trust and of a management company and, in particular, to operate trusts, unit trusts and other undertakings for collective investment and to appoint trustees and managers thereof whether on its own account or on behalf of others; and to invest the capital, monies and other funds of the Company and of other companies or any Governments, States, Principalities, Commission, Commissioners, municipal, local or other authorities, corporations, associations, trusts, persons, undertakings or entities of any kind in the manner and on the terms set out in sub-clause 3(b) above or otherwise;
(5) to make deposits, enter into recognizances, guarantees, indemnities, contracts of suretyship and bonds of every nature and otherwise to give security for the due execution and performance (whether by the Company or any officer or appointee of the Company or by any other company or any Government, State, Principality, Commission, Commissioners, municipal, local or other authority, corporation, association, trust, person, undertaking or entity of any kind) of any obligations of any kind including:

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(a) the duties of executors, administrators, trustees, managers or committees; and

(b) duties arising under any tender or application for any contract, concession, decree, enactment, property or privilege or in relation to the carrying out of any contract, concession, decree or enactment or obligation of any other nature including payments of all kinds including principal, interest and dividends upon any bonds, debentures, debenture stocks or other instruments of any kind;

(6) to effect counter-guarantees and counter-indemnities; and generally, subject as hereinafter provided, to carry on guarantee, fidelity and indemnity business of all kinds and subject to obtaining all necessary consents and authorisations from any relevant parties or bodies to carry on insurance business (including effecting contracts of assurance and insurance) of all kinds;

(7) to act as agents for the collection, payment, receipt and transmission of monies, securities and investments of all kinds;

(8) to obtain insurances of all kinds and to transact all kinds of brokerage and agency business (including insurance brokerage and agency);

(9) to manufacture, process, import, export, deal in and store any goods, articles, commodities and other things;

(10) to issue and allot any options over securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose;

(11) to effect and record the registration of any transfers, assignments, mortgages, cautions, deeds, documents or things and to issue and record the issue of certificates, warrants, documents of title and any other instruments or indicata of title or possession in particular against deposits of any kind made with the Company;

(12) to form, promote, acquire, finance, amalgamate with, subsidise, assist, enter into partnership or any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any Government, State, principality, municipal, local or other authority, corporation, company, association, trust, person, undertaking or entity of any kind; to finance, subsidise or assist any of the foregoing whether with capital credit or otherwise; and to participate in and act as manager or in any other capacity in respect of any syndicate, association or grouping of any kind;

(13) to carry on the business of a trustee savings bank in all its forms;

(14) as an object of the Company and as a pursuit in itself or otherwise, and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever (whether or not the Company derives any benefit therefrom), to engage in currency exchange and interest rate transactions and any other financial or other transactions of whatever nature, including (without limiting the foregoing) any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability existing, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps, and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing;

(15) to finance or assist in financing the sale of goods, articles and commodities of all kinds by way of hire purchase, credit sale, deferred payment, easy payment or similar transactions and to

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institute, enter into, carry on, subsidise, finance or assist in subsidising or financing the sale and maintenance of any goods, articles or commodities of all kinds and descriptions upon any terms whatsoever, and to acquire and discount hire purchase or similar agreements or any rights thereunder, and to import, export, buy, sell, barter, exchange, pledge, make advances upon or otherwise deal in or take possession of goods, articles and commodities of all kinds;

(16) to carry on business as a finance house and issuing house and investment and trust company and as dealers in securities, and to introduce, promote, effect, negotiate, offer for sale by tender or otherwise, guarantee, underwrite, secure the subscription or placing of, subscribe or tender for or procure the subscription of (whether absolutely or conditionally), participate in, manage or carry out, on commission or otherwise, any issue, public or private, of the securities of any company, and to lend money for the purposes of any such issue;

(17) to acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which this Company is authorised to carry on, or possessed of property suitable for the purposes of this Company;

(18) to amalgamate with any other Company having objects altogether or in part similar to the objects of this Company;

(19) to carry on any other business which may seem to the Company capable of being conveniently carried on in connection with all or any of the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights;

(20) to acquire and exploit land, mines and mineral rights and to acquire, explore for and exploit any natural resources and to carry on any business involving the ownership or possession or development of land or other immovable property or buildings or structures thereon and to construct, erect, install, enlarge, alter and maintain buildings, plant and machinery and to carry on business as builders, contractors and engineers;

(21) to borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company's property, both present and future, including its uncalled capital or by the issue of circular bills or instruments or securities of any kind, and to purchase, redeem or pay off any such securities;

(22) to adopt such means of making known the Company and its products and services as may seem expedient and to advertise, market and sell the products and services of the Company and of any other person and to carry on the business of advertisers or advertising agents or of a marketing and selling organisation or of a supplier, wholesaler, retailer, merchant or dealer of any kind;

(23) to sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges;

(24) to guarantee, indemnify, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company's holding company or another subsidiary of the Company's holding company or otherwise associated with the Company in business and whether or not the Company receives any consideration, benefit or advantage therefrom;

(25) as a separate and independent object to make voluntary dispositions of all or any part of the

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property and rights of the Company and to make gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of such payment or by all or any such methods;

(26) to apply for, purchase or otherwise acquire any patents, brevets d'invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired;

(27) to grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company or any subsidiary of the Company, or the Company's predecessors in business or those of any subsidiary of the Company or the relations, families or dependents of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of any subsidiary of the Company or of the members of the Company;

(28) to promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the Company or of any subsidiary of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company;

(29) to remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business and to pay out of the funds of the Company all expenses which the Company may lawfully pay in respect of or incidental to the formation, registration and advertising of or raising money for the Company and the issue of its capital or for contributing to or assisting any issuing house or firm or person, either issuing or purchasing, with a view to issuing all or any part of the Company's capital in connection with the advertising or offering the same for sale or subscription, including brokerage and commissions for obtaining applications for or taking, placing, underwriting or procuring the underwriting of shares, debentures or debenture stock;

(30) to procure the Company to be registered or recognised in any country or place;

(31) to promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company's business and safeguarding the same;

(32)

(a) to promote, seek, apply for and obtain any charter, document or any Act, statutory instrument, provisional order or decree of the Oireachtas or any parliament or legislative assembly or sovereign or any provisional or other order or decree of any supreme, ministerial, municipal, local or other authority, for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly, to prejudice the interests of the Company; and

(b) to enter into any arrangements with any Government, State, Principality, Commission, Commissioners, municipal, local or other authority which may seem conducive to the objects of the Company or any of them and to obtain from any such Government, State, Principality or authority, and thereafter to carry out, exercise,

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develop and otherwise deal with and turn to account any concessions, franchises, charters, patents, monopolies, privileges or rights whatsoever and wheresoever;

(33) to provide technical, cultural, artistic, educational, entertainment or business material facilities or services and to carry on any business involving any such provision;

(34) to cease carrying on or wind up any business or activity of the Company, and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory;

(35) to do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others;

(36) to distribute any of the property of the Company in specie among the members of the Company;

(37) to the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purchase of shares in or debentures of the Company or any company which is for the time being the Company's holding company; and

(38) to do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

Note A:

The objects specified in each paragraph and sub-paragraph of this clause shall, except where otherwise expressed in such paragraph or sub-paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph or sub-paragraph or the name of the Company or the nature of any business carried on by the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company.

Note B:

It is hereby declared that:

(i) the word "company" in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere; and

(ii) the expressions "holding company" and "subsidiary" in this clause shall have the meanings attributed to them by Section 155 of the Companies Act, 1963 and, on and from its commencement, Sections 7 and 8 of the Companies Act 2014; and

(iii) in this clause, the singular shall include the plural and the masculine gender shall include the feminine and neuter genders and vice versa.

The liability of the members is limited.
The share capital of the Company is €775,000,000 divided into 1,550,000,000 Ordinary Shares of €0.50 each.

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We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of Shares taken by Each Shareholder
Paul White
1 Munster Terrace
Breffni Road
Sandycove
Co. Dublin	One
Cian McCourt
12 Trimleston Avenue
Booterstown
Co.Dublin	One
Margaret Stack
25 Tivoli Terrace East
Dun Laoghaire
Co. Dublin	One
Charles Carroll
Rosehill House
Carysfort Avenue
Blackrock
Co. Dublin	One
Ronan Lyons
25/28 North Wall Quay
Dublin 1.	One
Goodbody Subscriber One Limited
IFSC
North Wall Quay
Dublin 1	One
Goodbody Subscriber Two Limited
IFSC
North Wall Quay
Dublin 1	One
Total	Seven

Dated: 07 August 2009

Witness to the above signatures:

Yvonne Hurley,
Trainee Solicitor
25/28 North Wall Quay, Dublin 1.

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Companies Acts, 2014

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

PERMANENT TSB GROUP HOLDINGS PUBLIC LIMITED COMPANY

(the COMPANY)

(as amended by special resolution passed on 10 May 2017[12 February 2021])

Part I – Preliminary 14
1. Interpretation 14

Part II - Share Capital and Rights 1718
2. Share Capital 1718
3. Rights of shares on issue 18
4. Interests in Shares 18
5. Redeemable shares 24
6. Variation of rights 24
7. Trusts not recognised 2425
8. Allotment of shares 25
9. Payment of commission 25
10. Payment by instalments 2526

Part III - Share Certificates, Uncertificated Shares and Migration to a Central Securities Depository 26
11. Issue of certificates 26
12. Balance and exchange certificates 26
13. Replacement of certificates 2627

13A. Uncertificated Shares and Migration to a Central Securities Depository 27

Part IV - Lien on Shares 2630
14. Extent of lien 2730
15. Power of sale 2730
16. Power to effect transfer 2730

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Proceeds of sale 2730
Part V - Calls on Shares and Forfeiture 2731
Making of calls 2731
Time of call 2831
Liability of joint Holders 2831
Interest on calls 2831
Instalments treated as calls 2831
Power to differentiate 2831
Interest on moneys advanced 2831
Notice requiring payment 2831
Power of disposal 2932
Effect of forfeiture 2932
Statutory declaration 2932
Non-payment of sums due on share issues 2932

Part VI - Conversion of Shares into Stock 3033
30. Conversion of shares into stock 3033
31. Transfer of stock 3033
32. Rights of stockholders 3033

Part VII - Transfer of Shares 3033
33. Form of instrument of transfer 3033
34. Execution of instrument of transfer 3134
35. Refusal to register transfers 3134
36. Procedure on refusal 3235
37. Closing of transfer books 3235
38. Absence of registration fees 3235
39. Retention of transfer instruments 3235
40. Renunciation of allotment 3235

Part VIII - Transmission of Shares 3235
41. Death of Member 3235
42. Transmission on death or bankruptcy 3235
43. Rights before registration 3235

Part IX - Alteration of Share Capital 3336
44. Increase of capital 3336
45. Consolidation, sub-division and cancellation of capital 3336
46. Fractions on consolidation 3336

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Reduction of capital 3437
Purchase of own shares 3437

Part X - General Meetings 3437
49. Annual general meetings 3437
50. Extraordinary general meetings 3437
51. Convening general meetings 3437
52. Notice of general meetings 3538

Part XI - Proceedings at General Meetings 3639
53. Quorum for general meetings 3639
54. Business of an annual general meeting 3639
55. Chairman of general meetings 3739
56. Directors' and Auditors' right to attend general meetings 3740
57. Adjournment of general meetings 3740
58. Determination of resolutions 3841
59. Amendments to resolutions 3841
60. Entitlement to demand poll 3942
61. Taking of a poll 3942
62. Votes of Members 4042
63. Chairman's casting vote 4043
64. Voting by joint Holders 4043
65. Voting by incapacitated Holders 4043
66. Default in payment of calls 4143
67. Restriction of voting and other rights 4143
68. Time for objection to voting 4245
69. Appointment of proxy 4245
70. Bodies corporate acting by representatives at meetings 4345
71. Delivery and receipt of an appointment of proxy 4446
72. Electronic Proxy 4447
73. Effect of proxy appointments 4548
74. Effect of revocation of a proxy or of an authorisation 4548

Part XII - Directors 4649
75. Number of Directors 4649
76. Share qualification 4649
77. Ordinary remuneration of Directors 4649
78. Special remuneration of Directors 4749
79. Expenses of Directors 4749

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Part XIII - Powers of Directors 4749
80. Directors' powers 4749
81. Power to delegate 4750
82. Appointment of attorneys 4850
83. Local management 4850
84. Borrowing powers 4850
85. Execution of negotiable instruments 4851
86. Provision for employees 4851

Part XIV - Appointment and Retirement of Directors 4851
87. Retirement of Directors 4851
88. Retirement by rotation 4951
89. Deemed reappointment 4952
90. Eligibility for appointment 5052
91. Appointment of additional Directors 5052

Part XV - Disqualification and Removal of Directors 5053
92. Disqualification of Directors 5053
93. Removal of Directors 5153

Part XVI - Directors' Offices and Interests 5153
94. Executive offices 5153
95. Disclosure of interests by Directors 5254
96. Directors' interests 5254
97. Restriction on Directors' voting 5355
98. Entitlement to grant pensions 5457

Part XVII - Proceedings of Directors 5557
99. Convening and regulation of Directors' meetings 5557
100. Quorum for Directors' meetings 5557
101. Voting at Directors' meetings 5557
102. Telecommunication meetings 5658
103. Chairman/joint chairmen of the board of Directors 5658
104. Validity of acts of Directors 5658
105. Directors' resolutions or other documents in writing 5658

Part XVIII - The Secretary 5658
106. Appointment of secretary 5658

Part XIX - The Seal 5759
107. Use of Seal 5759

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Seal for use abroad 5759
Signature of sealed instruments 5759

Part XX - Dividends and Reserves 5759
110. Declaration of dividends 5759
111. Scrip dividends 5759
112. Interim and fixed dividends 5860
113. Payment of dividends 5961
114. Deductions from dividends 5961
115. Dividends in specie 5961
116. Payments to members 61
116. Payment of dividends by post or electronic funds transfer system 59
117. Dividends not to bear interest 6062
118. Payment to Holders on a particular date 6062
119. Unclaimed dividends 6062
120. Reserves 6062

Part XXI - Accounts 6063
121. Accounts 6163

Part XXII - Capitalisation of Profits or Reserves 6164
122. Capitalisation of profits and reserves 6164
123. Capitalisation and use of non-distributable profits and reserves 6264
124. Implementation of capitalisation issues 6264

Part XXIII - Notices 6264
125. Notices in writing 6264
126. Service of notices 6265
127. Notices to members 6466
128. Service on joint Holders 6466
129. Service on transfer or transmission of shares 6467
130. Signature to notices 6467
131. Deemed receipt of notices 6467
132. Use of Electronic Communication 6567

Part XXIV - Winding up 6567
133. Distribution on winding up 6567
134. Distribution in specie 6568

Part XXV - Miscellaneous 6568
135. Minutes of meetings 6568

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Inspection and secrecy 6668
Secrecy 6668
Destruction of records 6669
Untraced shareholders 6669
Indemnity 6870

Part I – Preliminary

1. Interpretation

(a) Unless expressly stated otherwise the regulations contained in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.

(b) In these Articles the following expressions shall have the following meanings:

"Associated Company" any company which for the time being is a subsidiary or a holding company (which expressions shall bear the meanings respectively ascribed thereto by Section 155 of the Companies Act, 1963 and, on and from its commencement, Sections 7 and 8 of the 2014 Act respectively) of the Company, is a subsidiary of a holding company of the Company or is a company in which the Company or any of such companies as aforesaid shall for the time being hold shares entitling the holder thereof to exercise at least one-fifth of the votes at any general meeting of such company (not being voting rights which arise only in specified circumstances);

"the Acts" the Companies Acts 1963 to 2013 and every statutory modification, replacement and re-enactment thereof for the time being in force, which shall, upon its commencement, include the 2014 Act;

"the 1963 Act" the Companies Act 1963;

"the 1983 Act" the Companies (Amendment) Act 1983;

"the 1990 Act" the Companies Act 1990;

"the 1996 Regulations" the Companies Act, 1990 (Uncertified Securities) Regulations, 1996 (S.I. No. 68 of 1996) including any regulations amending or replacing the same, whether made under Section 239 of the 1990 Act or, on and from its commencement, under Section 1086 of the 2014 Act and shall include any regulations made under Section 1086 of the 2014 Act;

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"the 2014 Act"
the Companies Act 2014 and every statutory modification, replacement and re-enactment thereof for the time being in force;

"these Articles"
these articles of association as from time to time and for the time being in force;

"the Auditors"
the statutory auditors for the time being of the Company;

"the Board"
the board of directors for the time being of the Company;

"the Company"
Permanent TSB Group Holdings Public Limited Company;

"central securities depository"
has the meaning given to that term by the CSD Regulation;

"Clear Days"
in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect or is deemed to take effect;

"CSD Regulation"
means Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

"the Directors"
the directors for the time being of the Company present at a duly convened meeting of the Directors (or of a duly appointed committee of the Directors) at which a quorum is present;

"electronic communication"
information communicated or intended to be communicated to a person or public body, other than its originator, that is generated, communicated, processed, sent, received, recorded, stored or displayed by electronic means or in electronic form, including, without limitation, by making any such information including notices and any other documents available on a website or by delivering, giving or sending the same by electronic mail, but does not include information communicated in the form of speech unless the speech is processed at its destination by an automatic voice recognition system; and any references in this definition or in these Articles to "information", "public body", "originator", "electronic" and "person" shall-, unless the context otherwise requires, have the same meaning as in Section 2 of the Electronic Commerce Act, 2000;

"Euroclear Bank"
means Euroclear Bank SA/NV, a company incorporated in Belgium;

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"Euroclear Nominees"
means Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, registered in England and Wales with registration number 02369969;

"Euronext Dublin"
means the Irish Stock Exchange plc trading as Euronext Dublin (or any body that may succeed to its functions);

"Euronext Dublin Daily Official List"
means the Euronext Dublin publication of that name or any successor publication thereto;

"the Group"
the Company and its subsidiaries from time to time and for the time being;

"the Holder"
in relation to any share, the member whose name is entered in the Register as the holder of the share;

"intermediary"
has the meaning given to that term in Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies, as amended from time to time, including by Directive 2017/828;

"Listing Rules"
the listing rules of the Irish Stock Exchange Euronext Dublin, or as applicable, the ESM Euronext Growth rules of the Irish Stock Exchange Euronext Dublin and/or where applicable, the listing rules made by the UK Listing Authority for the time being;

"Member"
a member of the Company as defined in the Acts;

"the Office"
the registered office for the time being of the Company;

"Record Date"
a date and time specified by the Company for eligibility for voting at a general meeting which may not be more than 48 (forty-eight) hours before the general meeting to which it relates subject to the requirements of the Acts;

"the Register"
the register of Members to be kept as required by the Acts;

"the Seal"
the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Acts;

"securities settlement system"
means a securities settlement system (as defined in the CSD Regulation) operated by a central securities depository;

"the Secretary"
any person appointed to perform the duties of the Secretary of the Company;

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"the State"	the Republic of Ireland;
"The Stock Exchanges"	The Irish Stock Exchange-Euronext Dublin and The London Stock Exchange or any successor to either of them;
"The Irish Stock Exchange"	";
"The London Stock Exchange"	London Stock Exchange plc;
"the United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"treasury shares"	shares in the Company which have been redeemed or purchased by the Company and (save where the context otherwise admits or requires) which are held as treasury shares pursuant to and in accordance with the Acts;
"warrants to subscribe"	a warrant or certificate or similar document indicating the right of the registered holder thereof (other than under a share option scheme for employees) to subscribe for shares in the Company.

(c) Subject to Article 132, expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and to writing in electronic form and any other modes of representing or reproducing words in a visible form. Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand.

(d) Unless specifically defined herein or the context otherwise requires, words or expressions contained in these Articles and not specifically defined herein shall bear the same meanings as in the Acts but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

(e) The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

(f) References in these Articles to the Acts or any of them or to any enactment (including any sections or provisions of subordinated legislation) or any section or provision thereof shall mean such enactment, subordinated legislation, section or provision (as the case may be) as the same may be consolidated, amended, modified or re-enacted from time to time and may be from time to time and for the time being in force.

(g) In these Articles the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural and vice versa, and words importing persons shall include firms or companies.

(h) References in these Articles to Euro or cent or € or c shall refer to the single currency of participating member states of the European Union, the lawful currency of the State.

(i) References herein to a share (or to a holding of shares) being in uncertificated form are references to that share being an uncertificated unit of a security, as such term is defined in the 1996 Regulations.

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(j) Without prejudice to Section 1007(4) of the 2014 Act and save as otherwise expressly provided in these Articles, where a provision of these Articles covers substantially the same subject matter as any optional provision of the 2014 Act, any such optional provision of the 2014 Act shall be deemed not to apply to the Company and for the avoidance of doubt, these Articles shall be deemed to have effect and prevail over the terms of such optional provisions of the 2014 Act (and the expression "optional provision" shall take its meaning from Section 1007(2) of the 2014 Act).

(k) For the avoidance of doubt, the provisions of Section 83 of the 2014 Act and those provisions of Section 84 of the 2014 Act applicable to public limited companies shall apply to the Company and nothing in these Articles shall prejudice the powers of the Company pursuant to Section 83 of the 2014 Act and pursuant to those provisions of Section 84 of the 2014 Act applicable to public limited companies.

Part II - Share Capital and Rights

2. Share Capital

The share capital of the Company is €775,000,000 divided into 1,550,000,000 Ordinary Shares of €0.50 each.

3. Rights of shares on issue

(a) Without prejudice to any special rights conferred on the Holders of any existing shares or class of shares and subject to the provisions of the Acts, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or as the Directors may from time to time determine pursuant to any power conferred on them by these Articles.

(b) Without prejudice to the power conferred on the Company by paragraph (a) of this Article, the Directors on the allotment and issue of any shares may impose restrictions on the transferability or disposal of the shares comprised in a particular allotment as may be considered by the Directors to be in the best interests of the shareholders as a whole.

4. Interests in Shares

(a) Disclosure of Interests

For the purposes of this Article 4 (a):-

"Deemed Voting Concert Party Interest" means a voting concert party interest arising in circumstances where:

(i) it appears to the Directors that:-

a. there is an agreement or arrangement between two or more
persons with respect to, or to the exercise of, voting rights attaching to Shares; and

b. the agreement or arrangement is likely to result in those rights being exercised to a material extent in the same way or for the same purpose with a view to the persons being the parties to the agreement or arrangement being able to influence or to control the policy of the Company or the management of its affairs; and

(ii) the Directors resolve that a voting concert party exists,

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and, where the Directors so resolve, each of the persons who is party to such agreement or arrangement shall be deemed (for the purposes of this Article) to be interested in all the Shares to which the voting rights in question are attached and, in this definition, references to an arrangement include references to an understanding or mutual expectation, whether formal or informal and whether or not legally binding.

"Disclosure Notice" means a notice served pursuant to paragraph (ba) a. of this Article;

"Interest" means an interest (of any size) in the Relevant Share Capital which would be taken into account in deciding whether a notification to the Company would be required under Chapter 2 of Part IV of the 1990 Act (or, on and from its commencement, Chapter 4 of Part I7 of the 2014 Act) but shall for all purposes include (the "Included Interests"): (i) rights to subscribe for or convert into, or entitlements to acquire rights to subscribe for or convert into, shares which would on issue or conversion (as the case may be) be comprised in the Relevant Share Capital; (ii) the interests referred to in Section 78(l)(a), (c) and (g) of the 1990 Act (and, on and from its commencement, Section 260(a), (c) and (h) of the 2014 Act) except (in any case) those of a bare or custodian trustee and of a simple trustee; and (iii) any Deemed Voting Concert Party Interest; and "interested" shall be construed accordingly;

"Relevant Share Capital" means the relevant share capital of the Company (as that expression is defined in Section 67(2) of the 1990 Act (or, on and from its commencement, Section 1047 of the 2014 Act));

"Share" means any share comprised in Relevant Share Capital.

a. The Directors may by notice in writing require any Member, or other person appearing to be interested or appearing to have been interested in, the Shares of the Company, to disclose to the Company in writing such information as the Directors shall require relating to the ownership of or interests. (including, without prejudice to the generality of the foregoing, Interests) in the Shares in question as lies within the knowledge of such Member or other person (supported if the Directors so require by a statutory declaration and/or by independent evidence) including (without prejudice to the generality of the foregoing) any information which the Company is entitled to seek pursuant to Section 81 of the 1990 Act or, on and from its commencement, Section 1062 of the 2014 Act.

b. Unless otherwise required by applicable law, where a Disclosure Notice is served on the Holder of a Share or Shares and such Holder is a central securities depository (or its nominee(s)) acting in its capacity as operator of a securities settlement system, the obligations of the central securities depository (or its nominee(s)) as a Holder pursuant to this Article shall be limited to disclosing to the Company in accordance with this Article such information relating to the ownership of or interests in the Share(s) concerned as has been recorded by it pursuant to the rules made and practices instituted by the central securities depository, provided that nothing in this Article shall in any other way restrict the powers of the Directors under this Article. For the purpose of this Article, a person other than the Holder of a Share shall (without limitation) be treated as appearing to be or to have been interested in that Share if the Holder has informed the Company that the person is, or may be, or has been, or may have been, so interested, or if the Company knows or has reasonable cause to believe that the person is, or may be, or has been, or may have been, so interested.

c. b. The Directors may give one or more than one Disclosure Notice pursuant to Article 4 (a) to the same Member or other person in respect of the same Shares.

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d. e. The Directors may serve notice pursuant to the terms of this Article irrespective of whether or not the person on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice, provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a Share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall prejudice or affect in any way any non-compliance not so waived whether by the person concerned or any other person appearing to the Directors to be interested in the Shares or by any person to whom a notice may be given at any time.

e. d. The provisions of Articles 125 to 132 inclusive shall apply to the service upon a Member of any notice required by this Article to be served.

f. e. Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors or any Director or by the chairman of any meeting under or pursuant to the provisions of this Article shall be final and conclusive and things done, by or on behalf of, or on the authority of, the Directors or any Director pursuant to the foregoing provisions of this Article shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Article.

g. f. The provisions of this Article are in addition to, and do not limit, any other right or power of the Company, including any right vested in the Company by the Acts.

(b) Limitations on shareholdings by Relevant US Holders

(i) The purpose of this Article 4 (b) is to restrict the number of US Holders who hold or have an interest in shares of any class in the capital of the Company, so as to enable the Company to prevent any obligations arising under the Exchange Act with which the Company might otherwise have to comply, in the best interests of the Company as a whole.

For the purposes of this Article 4(b):

"Exchange Act" means the US Securities Exchange Act of 1934, as amended;

"interest", in relation to shares of any class in the capital of the Company, means any interest which would be taken into account in determining, for the purposes of Part IV of the 1990 Act or, on and from its commencement, Chapter 4 of Part 17 of the 2014 Act, whether a person has a notifiable interest in any such share (including any interest which he would be taken as having for those purposes) and "interested" shall be construed accordingly;

"Register of Relevant US Holders" means the register to be maintained in accordance with Article 4(b) (vi);

"Relevant Shares" means shares of any class in the capital of the Company (including, without limitation, shares at any time in the future represented by American depositary shares) which are held by Relevant US Holders in any manner described in Rule 12g-3-2(a)(1) of the Exchange Act (including directly or through or as a nominee) or in any amendment to such rule or equivalent rule promulgated by the SEC under the Exchange Act or which are deemed pursuant to this Article to be so held;

"Relevant US Holders" means:-

a. persons resident in the US who hold shares of any class in the capital of the Company (including, without limitation, shares at any time in the future represented by American depositary shares) in any manner described in Rule

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12g-3-2(a)(1) of the Exchange Act or in any amendment to such rule or equivalent rule promulgated by the SEC under the Exchange Act (including directly or through or as a nominee) provided that the number of shares so held does not exceed 25,000, and

b. persons who appear, at any time, to the Board or any committee thereof to fall within sub-paragraph a. of this definition of Relevant US Holder;

"Required Disposal" means in relation to any Relevant Shares a disposal or disposals of such shares or interests therein which will result in such shares ceasing to be Relevant Shares;

"SEC" means the US Securities and Exchange Commission; and

"US" means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia.

References to a share or shares include any interest in a share or shares (including interests held through a central securities depository (or its nominee(s)) acting in its capacity as operator of a securities settlement system).

(ii) Without prejudice to any other powers conferred on the Directors pursuant to these Articles, the Board may by notice in writing require any Member or other person appearing to be interested or appearing to have been interested in shares of any class in the capital of the Company to disclose to the Company in writing such information as the Board shall require relating to the ownership of or interests in the shares in question as lies within the knowledge of such member or other person (supported if the Board so requires by a statutory declaration and/or by independent evidence) including (without prejudice to the generality of the foregoing) any information which the Company is entitled to seek pursuant to Section 81 of the 1990 Act (or, on and from its commencement, Section 1062 of the 2014 Act) and any information which the Board shall deem necessary or desirable in order to determine whether any shares are Relevant Shares.

(iii) Whether or not a notice pursuant to Article 4 (b) (ii) has been given, the Board may by notice in writing require any member or other person appearing to be interested or appearing to have been interested in shares of any class in the capital of the Company to show to the satisfaction of the Board that the shares in question are not Relevant Shares. Any person on whom such a notice has been served and any other person who is interested in such shares may within 14 days of such notice (or such longer period as the Board may consider reasonable) make representations to the Board as to why such shares should not be treated as Relevant Shares but if, after considering any such representations and such other information as seems to them relevant, the Board has reason to believe that such shares may be Relevant Shares, the Board may determine that such shares shall be deemed to be Relevant Shares and they shall thereupon be treated as such for all purposes of this Article.

(iv) The Board may give a notice pursuant to Article 4 (b) (ii) or Article 4 (b) (iii) or both of them at any time and the Board may give one or more than one such notice to the same member or other person in respect of the same shares.

(v) Each Member or other relevant person shall notify the Company immediately upon becoming aware that any share in which he is interested: (i) is or has become a Relevant Share; or (ii) has ceased to be a Relevant Share.

(vi) The Board shall:-

a. maintain, in addition to the Register, a Register of Relevant US Holders, in

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which there shall be entered particulars of any shares which are or have been deemed to be Relevant Shares. The particulars entered on the Register of Relevant US Holders in respect of any share shall comprise, in addition to the name of the holder, the name of any Relevant US Holder interested or who appears to the Board to be interested in such share and such information or a summary thereof as has been supplied to the Board pursuant to Article 4(b)(ii) or Article 4(b)(iii) or otherwise or, if no such information has been supplied, such information as the Board considers appropriate; and

b. remove from the Register of Relevant US Holders particulars of any share if there has been furnished to the Board a declaration (in such form as the Board may from time to time prescribe) by the holder of such share, together with such other evidence as the Board may require, that satisfies the Board that such share is no longer a Relevant Share.

(vii) The Board may at its discretion give notice to any or all Relevant US Holders calling for a Required Disposal of the Relevant Shares held by him or them to be made within 21 days or such longer period as the Board considers reasonable. The Board may extend the period within which any such notice is required to be complied with and may withdraw any such notice (whether before or after the expiration of the period referred to) if it appears to the Board that the shares to which the notice relates are not or are no longer Relevant Shares or in any other circumstances the Board sees fit. If the Board is not satisfied that a Required Disposal has been made by the expiry of the 21 day period (as may be extended), no transfer of any of the Relevant Shares to which the notice relates may be made or registered other than a transfer made pursuant to Article 4 (b) (ix) or unless such notice is withdrawn.

(viii) If a notice given under Article 4 (b) (vii) above has not been complied with in all respects to the satisfaction of the Board or withdrawn, the Board may, so far as it is able, make a Required Disposal (or procure that a Required Disposal is made) and shall give written notice of such disposal to those persons on whom the notice was served. The holder of the shares duly disposed of and all other persons interested in such shares shall be deemed irrevocably and unconditionally to have authorised the Board to make such Required Disposal. The manner, timing and terms of any such Required Disposal made or sought to be made by the Board (including but not limited to the price or prices at which the same is made and the extent to which assurance is obtained that no transferee is or would become a Relevant US Holder) shall be such as the Board determines (based on advice from bankers, brokers, or such other persons the Board considers appropriate to be consulted by it for the purpose) to be reasonably obtainable having regard to all the circumstances, including but not limited to the number of shares to be disposed of and any requirement that the Required Disposal be made without delay; and the Board shall not be liable to any person (whether or not a Relevant US Holder) for any of the consequences (direct or indirect) of reliance on such advice.

(ix) For the purpose of effecting any Required Disposal, the Board may take such actions as it considers appropriate and may (without limitation):

a. authorise in writing any officer or employee of the Company to execute any necessary transfer on behalf of any holder or other relevant person; and/or

b. convert any share from uncertificated form to certificated form,

and may enter the name of the transferee in the Register in respect of the transferred shares notwithstanding the absence of any share certificate and may issue a new certificate to the transferee and an instrument of transfer executed by any officer or employee of the Company so authorised by the Board shall be as effective as if it had

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been executed by the holder of the transferred shares and the title of the transferee shall not be affected by any irregularity in or invalidity of all or any of the proceedings relating to the sale. The proceeds of the Required Disposal shall be received by the Company or by any person nominated by the Company whose receipt shall be a good discharge for the purchase money and shall be paid (together with any interest thereon (at such rate as the Board deems appropriate) (less any amount required to be withheld or deducted by law) (and after deduction of any reasonable and necessary expenses incurred by the Board in the sale) to the person entitled thereto (and, in the case of joint holders, the first of them named in the Register) upon surrender by him or on his behalf to the Company for cancellation of any certificate in respect of the transferred shares.

(x) Nothing in this Article shall require the Board to assume that any person is a Relevant US Holder unless the information contained in all or any of the Register, the registers kept by the Company under Part IV of the 1990 Act or, on and from its commencement, the relevant provisions of the 2014 Act, or in the Register of Relevant US Holders, appears to the Board to indicate to the contrary or the Board has reason to believe otherwise, in which circumstances the Board may make enquiries in good faith to discover whether any person is a Relevant US Holder.

(xi) The Board shall not be obliged to give any notice otherwise required under this Article to any person if it does not know either his identity or his address or if it believes same to be inaccurate. The absence of such a notice in those circumstances and any accidental error in or failure to give any notice to any person to whom notice is required to be given under this Article shall not prevent the implementation of, or invalidate, any procedure under this Article.

(xii) Save as otherwise provided in this Article, the provisions of Articles 125 to 132 (inclusive) shall apply to the service upon a member of any notice required by this Article to be served. Any notice required by this Article to be given to a person who is not a member, or who is a member whose registered address is not within the State, the United Kingdom, the Channel Islands or the Isle of Man and who has not given to the Company an address within the State, the United Kingdom, the Channel Islands or the Isle of Man at which notices may be given to him, shall be deemed validly served if it is sent through the post in a prepaid cover addressed to that person at the address (or, if more than one, at one of the addresses), if any, at which the Directors believe him to be resident or carrying on business or to his last known address as shown in the Register. Service or delivery of such notice shall be deemed to be effected at the expiration of 48 hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(xiii) Any resolution or determination of, or decision or exercise of any discretion or power by, the Board or any Director or by the chairman of any meeting under or pursuant to the provisions of this Article (including without prejudice to the generality of the foregoing as to what constitutes enquiries made in good faith or as to the manner, timing and terms of any Required Disposal made by the Board under this Article shall be final and conclusive; and any disposal or transfer made, or other thing done, by or on behalf of, or on the authority of, the Board or any Director pursuant to the foregoing provisions of this Article shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Board shall not be required to give any reasons for any decision, determination, declaration or act or omission taken, made or done in accordance with this Article.

(xiv) Nothing in this Article 4(b), nor any actions taken by the Directors or by the Company's other officers, employees, advisers or agents pursuant to this Article 4(b), shall constitute the holders of Relevant Shares as a separate class.

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(xv) Nothing contained in this Article 4(b) shall limit the power of the Directors under Section 85 of the 1990 Act or, on and from its commencement, Section 1066 of the 2014 Act.

(xvi) None of the Company, any Director, any officer or employee appointed by the Directors to effect any Required Disposal and any of the Company's other officers and employees, advisers and agents shall have any liability in connection with any Required Disposal, including without limitation in relation to either:

a. the Board's decision as to whether or not to give notice calling for a Required Disposal; or
b. any exercise of discretion as to whether or not to sell or transfer the Relevant Shares; or
c. the determination as to whether shares are or have ceased to be Relevant Shares; or
d. any failure by the Board to provide actual notice to any Relevant US Holder, including failures to provide notice pursuant to Article 4(b) (xii); or
e. the timing of any such sale or transfer and the manner in which such Relevant Shares are sold or transferred; or
f. the price obtained for the sale or transfer of such Relevant Shares; or
g. any refusal to register a transfer under the provisions of Article 4(b) (vii)

provided that nothing in this Article 4(b)(xvi) shall exclude any liability that any such person may have for fraud or any other matter the liability for which cannot be lawfully excluded.

(xvii) The Company may by ordinary resolution determine that the definition of "Relevant US Holder" shall take effect as if the number of shares in the Company referred to therein is a number other than 25,000 and following the passing of any such ordinary resolution, this Article 4(b) shall take effect accordingly.

(xviii) Where a notice under this Article is served on a central securities depository (or its nominee(s)) acting in its capacity as operator of a securities settlement system, the applicable provisions of this Article shall be treated as applying only to such number of shares as is equal to the number of shares specified in such notice held by the central securities depository or its nominee(s) and not to any other shares held by the central securities depository or its nominee(s).

(xix) (xviii) This Article shall apply notwithstanding any provision in any other of these Articles which is inconsistent with or contrary to it.

Redeemable shares

Subject to the provisions of the Acts, any shares (whether ordinary shares, preference shares or otherwise) may be issued on the terms that they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the Company may by special resolution determine. In addition, subject to the provisions of the Acts, the Company is hereby authorised to redeem (on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles, or a special resolution of the Company) any share or shares which has or have been converted into a redeemable share or redeemable shares in accordance with the Acts. Subject as aforesaid, the Company may cancel any share or shares so redeemed or may hold it or them as a treasury share or shares and may re-issue any treasury shares as shares of any class or classes or cancel them.

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6. Variation of rights

(a) Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his proxy. The Holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively. Any Holder of shares of the class in question present in person or by proxy at such meeting may demand a poll.

(b) The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto or by the purchase, redemption or acquisition by the Company of any of its own shares.

7. Trusts not recognised

(a) Except as required by law or otherwise as may be provided in these Articles (including paragraph (b) below), no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder. Nothing in this Article shall limit or prejudice in any way the ability of the Company to require a Member or any other person to furnish the Company with information as to the ownership of (including beneficial ownership), or interests in, any share pursuant to these Articles or the Acts.

(b) Where shares are registered in the name of a nominee of a central securities depository acting in its capacity as operator of a securities settlement system (including, without limitation, where shares are held by Euroclear Nominees as nominee of Euroclear Bank) all rights attaching to such shares may be exercised on the instructions of the central securities depository and the Company shall have no liability to the nominee where its acts in response to such instructions.

8. Allotment of shares

(a) Subject to the provisions of these Articles and the Acts, and any resolution of the Company passed pursuant thereto, the unissued shares in the capital of the Company (including any treasury shares) shall be at the disposal of the Directors (or a committee thereof) and the Directors (or any such committee) may allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, but so that no share shall be issued at a discount to the nominal value thereof (except in accordance with the provisions of the Acts) and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.

(b) Without prejudice to the generality of the powers conferred on the Directors by the other paragraphs of this Article, the Directors (or any committee thereof) may grant from time to time options to subscribe for unallotted shares in the capital of the Company to persons in the

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service or employment of the Company or any subsidiary of the Company (including Directors holding executive offices) in accordance with the provisions of any share option or share incentive or similar plan of the Company for the time being in force or approved by the Company in general meeting.

(c) The Company may issue warrants to subscribe (by whatever name they are called) to any person to whom the Company has granted the right to subscribe for shares in the Company (other than under a share option or similar plan for employees) certifying the right of the registered Holder thereof to subscribe for shares in the Company upon such terms and conditions as the right may have been granted.

9. Payment of commission

The Company may exercise the powers of paying commissions conferred or permitted by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. On any issue of shares the Company may also pay such brokerage as may be lawful.

10. Payment by instalments

If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall be the Holder of the share.

Part III - Share Certificates, Uncertificated Shares and Migration to a Central Securities Depository

11. Issue of certificates

(a) Subject to the following provisions of this Article 11 (b) of these Articles, every Member shall in the case of shares held in certificated form be entitled _ on request, without payment to receive within two months after allotment or lodgement of a transfer to him of the shares in respect of which he is so registered (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable out of pocket expenses as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. The Company shall not be bound to register more than four persons as joint Holders of any share (except in the case of executors or trustees of a deceased Member). Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing number (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be obliged to issue a certificate to a Member following any consolidation, subdivision or other redenomination or reorganisation of share capital, unless specifically requested in writing to do so by the Member, in which case the Company shall complete and have ready for delivery such a certificate within a period of 2 months from the date of receipt of such request by the Company.

(b) Where the Company has received information to the effect that a Member is no longer residing at his registered address, any such Member shall only be entitled to receive the certificate or certificates referred to in Article 11 (a) of these Articles if he shall have applied to the Company and provided an address to which such certificate or certificates may be sent or if he shall request such certificate or certificates to be handed personally to him or to his authorised agent, on producing such proof of identification as the Company may reasonably require; provided always that, subject to the provisions of the Acts, the Company will be required to complete and have ready for delivery the certificate or certificates for all the applicable shares of each class held by that Member within 2 months of the date of an allotment of any shares or

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the date on which a transfer of any shares is lodged with the Company.

(c) The obligation on the Company to issue a new certificate under this Article 11 or to issue a new, balance, exchange or replacement certificate under any other provision of these Articles shall be subject always to the provisions of the CSD Regulation and any other applicable law.

12. Balance and exchange certificates

(a) Where some only of the shares comprised in a share certificate are transferred the old certificate shall, on request, be cancelled and the new certificate for the balance of such shares shall be issued in lieu without charge.

(b) Any two or more certificates representing shares of any one class held by any Member at his request may be cancelled and a single new certificate for such shares issued in lieu, without charge unless the Directors otherwise determine. If any Member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may comply, if they think fit, with such request.

13. Replacement of certificates

If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company in investigating evidence or in relation to any indemnity as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

13A. Uncertificated Shares and Migration to a Central Securities Depository

(a) To give effect to the Migration (as defined below), each Holder of the Migrating Shares is deemed to have consented and agreed to the following:

(i) the Company is irrevocably instructed to appoint any person (including any officer or employee of the Company, the Company's Registrar, Euroclear Bank and/or EUI) as attorney or agent for the Holders of the Migrating Shares to do everything necessary to complete the transfer of the Migrating Shares to Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing) and do all such other things and execute and deliver all such documents and electronic communications as may be required by Euroclear Bank or as may, in the opinion of such attorney or agent, be necessary or desirable to vest the Migrating Shares in Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing) and, pending such vesting, to exercise all such rights attaching to the Migrating Shares as Euroclear Bank and/or Euroclear Nominees may direct;

(ii) the Company's Registrar and/or the Secretary may complete the registration of the transfer of the Migrating Shares as described in this Article by registering the Migrating Shares in the name of Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing) without having to furnish the former Holder of the Migrating Shares with any evidence of transfer or receipt;

(iii) once registered in the name of Euroclear Nominees (or such other nominee(s) of Euroclear Bank as it may notify the Company in writing):

(A) the Migrating Shares are to be held on a fungible basis so that a Holder of any of the Migrating Shares shall not be entitled to require the return of exactly the same Participating Securities as are transferred on its behalf as part of the Migration;

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(B) Euroclear Bank and Euroclear Nominees are authorised to credit the interests of such Holders of the Migrating Shares in the relevant Migrating Shares (i.e. the Belgian Law Rights representing the Migrating Shares to which such Holder was entitled) to the account of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear System, as nominee and for the benefit of the CREST Depository (or the account of such other nominee(s) of the CREST Depository as it may determine);

(C) Euroclear Bank and Euroclear Nominees are authorised to take any action necessary or desirable to enable the CREST Depository to hold the interests in the Migrating Shares referred to in sub-paragraph (B) above on trust pursuant to the terms of the CREST Deed Poll or otherwise and for the benefit of the holders of the CDIs (being the relevant holders of the Migrating Shares); and

(D) Euroclear Bank and Euroclear Nominees are authorised to take any action necessary or desirable to enable the issuance of CDIs by the CREST Depository to the relevant Holders of the Migrating Shares, including any action necessary or desirable in order to authorise Euroclear Bank, Euroclear Nominees, the CREST Nominee and/or any other relevant entity to instruct the CREST Depository and/or EUI to issue the CDIs to the relevant Holders of the Migrating Shares pursuant to the terms of the CREST Deed Poll or otherwise;

(iv) the Company's Registrar, the Secretary and/or EUI releasing such personal data of the Holder of the Migrating Shares to the extent required by Euroclear Bank, the CREST Depository and/or EUI to effect the Migration and the issue of the CDIs;

(v) the attorney or agent appointed pursuant to this Article is empowered to do all or any of the following on behalf of the Holders of the Migrating Shares:

(A) procure the issue by the Company's Registrar of such instructions in the Euroclear System or otherwise as are necessary or desirable to give effect to the Migration and the related admission of the Migrating Shares to the Euroclear System referred to in the Circular (including the procedures and processes described in the EB Migration Guide), including but not limited to the issuing by the Company's Registrar of the instructions referred to as MT 540 MKUP and MT 544 instructions in the EB Migration Guide and the EB Services Description in respect of the Migrating Shares and any other instructions as may be deemed necessary or desirable in order for:

(I) the interests in the Migrating Shares referred to in Article 13A(a)(iii)(B) to be credited to the account of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear System, as nominee and for the benefit of the CREST Depository (or the account of such other nominee(s) of the CREST Depository as it may determine);

(II) Euroclear Bank and/or Euroclear Nominees to be authorised to take any action necessary or desirable to enable the CREST Depository to hold the interests in the Migrating Shares referred to in sub-paragraph (I) above on trust pursuant to the terms of the CREST Deed Poll or otherwise and for the benefit of the holders of the CDIs (being the relevant Holders of the Migrating Shares); and

(III) Euroclear Bank and/or Euroclear Nominees to be authorised to take any action necessary or desirable to enable the issuance of CDIs by the CREST Depository to the relevant Holders of

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the Migrating Shares, including any action necessary or desirable in order to authorise Euroclear Bank, Euroclear Nominees, the CREST Nominee and/or any other relevant entity to instruct the CREST Depository and/or EUI to issue the CDIs to the relevant Holders of the Migrating Shares pursuant to the terms of the CREST Deed Poll or otherwise;

(B) withdraw any Participating Securities from CREST and instruct the Company's Registrar, the Secretary and/or EUI to do all that is necessary so that the Register shall record such Participating Securities as no longer being in uncertificated form;

(C) execute and deliver a form or forms of transfer or other instrument(s) or instruction(s) of transfer on behalf of the Holders of the Migrating Shares in favour of Euroclear Nominees or such other nominee(s) of Euroclear Bank as it may notify the Company in writing; and

(D) execute and deliver such agreements or other documentation, electronic communications and instructions as may be required in connection with the admission of the Migrating Shares and any interest in them to the Euroclear System.

Notwithstanding any contrary provision in these Articles, the Company shall not be obliged to issue any certificates to Euroclear Nominees or such other nominee(s) of Euroclear Bank as it may notify the Company in writing following such transfers. For the purpose of these Articles, the following words and expressions shall have the same meaning as defined in the circular issued by the Company on 8 January 2021 and dated 8 January 2021 (the "Circular"): "Belgian Law Rights", "CDI", "Company's Registrar", "CREST", "CREST Deed Poll", "CREST Nominee", "CREST Depository", "EB Migration Guide", "EB Services Description", "EUI", "Euroclear System", "Migration", "Migrating Shares" and "Participating Securities".

(b) Articles 11, 12, 13 and 39 shall not apply to the Migration as approved by the Directors.

(c) Notwithstanding anything in these Articles to the contrary and subject to the rules of the applicable central securities depository, the Directors may permit any class of shares to be held, and trades in those shares settled, through a securities settlement system operated by a central securities depository. Without prejudice to the generality and effectiveness of the foregoing:

(i) the Directors may make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit for the purpose of implementing and/or supplementing the provisions of this Article and the Migration and the facilities and requirements of the securities settlement system and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article;

(ii) the Directors may utilise the securities settlement system to the fullest extent available from time to time in the exercise of the Company's powers or functions under the Acts or these Articles or otherwise in effecting any actions;

(iii) for the purposes of Article 116, any payment in the case of shares held through a securities settlement system may be made by means of the securities settlement system (subject always to the facilities and requirements of the securities settlement system) and without prejudice to the generality of the foregoing the making of a payment in accordance with the facilities and requirements of the securities settlement system concerned shall be a good discharge to the Company;

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(iv) where any class of shares in the capital of the Company is held through a securities settlement system and the Company is entitled under any provisions of the Acts, or the rules made and practices instituted by the central securities depository or under these Articles, to dispose of, forfeit, enforce a lien or sell or otherwise procure the sale of any such shares, such entitlement (to the extent permitted by the Acts and the rules made and practices instituted by the central securities depository): (A) shall include the right to require the central securities depository of such securities settlement system to take such steps as may be necessary to sell or transfer such shares and/or to appoint any person to take such other steps in the name of the central securities depository (or its nominee(s)) as may be required to effect a transfer of such shares and such steps shall be as effective as if they had been taken by the central securities depository (or its nominee(s)); and (B) shall be treated as applying only to such shares held by the central securities depository or its nominee(s) and not to any other shares held by the central securities depository or its nominee(s);

(d) The Holders of the Migrating Shares agree that none of the Company, the Directors, the Company's Registrars or the Secretary shall be liable in any way in connection with:

(i) any of the actions taken in respect of the Migrating Shares in connection with the Migration and/or the matters in connection with the Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide), whether pursuant to the authorities granted by the Holders of the Migrating Shares pursuant to this Article, the resolutions passed at the extraordinary general meeting of the Company held on 12 February 2021 (or any adjournment thereof) or otherwise; and/or
(ii) any failures and/or errors in the systems, processes or procedures of Euroclear Bank and/or EUI which adversely affect the implementation of the Migration and/or the matters in connection with the Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide).

Part IV - Lien on Shares

14. Extent of lien

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien on a share shall extend to all moneys payable in respect of it.

15. Power of sale

The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the shares may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy, insolvency of the Holder, or who otherwise becomes entitled to the share by operation of any law or regulation (whether of the State or otherwise).

16. Power to effect transfer

To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the

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transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. The Directors may, if deemed necessary or desirable, also change, or procure the changing of any share held in uncertificated form to be sold pursuant to the provisions of this Part IV into certificated form prior to any such sale and may, or may authorise any person or persons to, execute and do all such documents, acts and things as may be required in order to effect such change under the 1996 Regulations (or upon its commencement, the 2014 Act, or any regulation made thereunder) or otherwise.

17. Proceeds of sale

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale.

Part V - Calls on Shares and Forfeiture

18. Making of calls

Subject to the terms of allotment, the Directors may, from time to time, make calls upon the Members in respect of any moneys unpaid on their shares (including calls on shares where the conditions of allotment of the shares provide for payment at fixed times), and each Member (subject to receiving at least fourteen Clear Days' notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

19. Time of call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

20. Liability of joint Holders

The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

21. Interest on calls

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

22. Instalments treated as calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

23. Power to differentiate

Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a

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difference between the Holders in the amounts and times of payment of calls on their shares.

24. Interest on moneys advanced

The Directors, if they think fit, may receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate (not exceeding, unless the Company in general meeting otherwise directs, 5 per cent per annum or such other rate of interest as may be specified pursuant to the Acts), as may be agreed upon between the Directors and the Member paying such sum in advance.

25. Notice requiring payment

(a) If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

(b) The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

(c) If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

(d) On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the Member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the Member sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

26. Power of disposal

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the Holder of the share and shall not be bound to see the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. The Directors may, if deemed necessary or desirable, also change any share held in uncertificated form to be sold or otherwise disposed of pursuant to the provisions of this Part V into certificated form prior to any such sale or disposal and may, or may authorise any person or persons to, execute and do all such documents, acts and things as may be required in order to effect such change under the 1996 Regulations or otherwise.

27. Effect of forfeiture

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A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deductions or allowance for the value of the shares at the time of the forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

28. Statutory declaration

A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

29. Non-payment of sums due on share issues

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

Part VI - Conversion of Shares into Stock

30. Conversion of shares into stock

The Company by ordinary resolution may convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.

31. Transfer of stock

The Holders of stock may transfer the same or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might have been transferred before conversion, or as near thereto as circumstances admit; and the Directors may fix from time to time the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of each share from which the stock arose.

32. Rights of stockholders

(a) The Holders of stock shall have, according to the amount of stock held by them, the same rights, privileges and advantages in relation to dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which, if existing in shares, would not have conferred that right, privilege or advantage.

(b) Such of these Articles as are applicable to paid up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".

Part VII - Transfer of Shares

33. Form of instrument of transfer

(a) Subject to such of the restriction-restrictions of these Articles and to such of the conditions of issue of transfer as may be applicable, and to applicable law, the shares of any Member may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors may also permit title to any shares in the Company to be transferred without a written instrument where permitted by the Acts subject to compliance with the requirements imposed under the relevant provisions of the Acts and any additional requirements which the Directors may approve.

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(b) Notwithstanding any other provision of these Articles, title to any shares in the Company may be evidenced without a share certificate or certificates, and title to any shares in the Company may be transferred without a written instrument by means of a computer-based system and procedure (or any other appropriate system and procedures) which, inter alia, enable title to shares to be transferred without a written instrument, in each case in accordance with regulations made from time to time under the Acts or in accordance with any other statutory provisions or regulations having similar effect. The Directors shall have the power to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations or statutory provisions, and, where appropriate, to modify or disapply all or part of the provisions of these Articles with respect to the requirements for written instruments of transfer and share certificates, and also to implement any ancillary arrangements which seem to them to be necessary or desirable.

(c) To the extent that any provisions of these Articles are inconsistent with the holding of shares in uncertificated form, the transfer of the title to uncertificated shares or any provisions of the 1996 Regulations or the 2014 Act, any such provisions of these Articles shall not apply to any uncertificated shares (as that term is defined in the 1996 Regulations).

34. Execution of instrument of transfer

(a) The instrument of transfer of any share shall be executed by or on behalf of the transferor and, in cases where the share is not fully paid or to the extent required by the Acts, by or on behalf of the or alternatively for and on behalf of the transferor by the Secretary (or such other person as may be nominated by the Secretary for this purpose) on behalf of the Company, and the Company and the Secretary (or a relevant nominee) shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the Holders in the share capital of the Company. An instrument of transfer need not be executed by the transferee save that if the share concerned (or one or more of the shares concerned) is not fully paid, the instrument shall be executed by or on behalf of the transferor and transferee. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof.

(b) The Company, at its absolute discretion and insofar as the Acts or any other applicable law permits, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid.

35. Refusal to register transfers

(a) The Directors in their absolute discretion and without assigning any reason therefor may decline to register:-

(i) any transfer of a share which is not fully paid save however, that in the case of such a share which is admitted to listing on The Stock Exchanges such restriction shall not operate so as to prevent dealings in such share of the Company from taking place on an open and proper basis;

(ii) any transfer to or by a minor or person who is adjudged by any competent court or tribunal, or determined in accordance with these Articles, not to possess an adequate

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decision-making capacity; or

(iii) to which the final sentence of Article 4(b)(vii) applies.

(b) Notwithstanding any other provision of these Articles, Section 95(1) of the 2014 Act shall not apply to the Company.

(c) Subject to the provisions of the Acts, and any regulations made thereunder, the Directors may decline to register any instrument of transfer unless:-

(i) the instrument of transfer is accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; and

(ii) the instrument of transfer is in respect of one class of share only.

(d) The Directors may decline to register any transfer of shares in uncertificated form only in such circumstances as are permitted or required by the 1996 Regulations.

Procedure on refusal

If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

Closing of transfer books

Subject to the 1996 Regulations or on and from its commencement, the 2014 Act or any regulations made thereunder, the registration of transfers of shares or of transfers either generally or in respect of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in each year) as the Directors may from time to time determine.

Absence of registration fees

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

Retention of transfer instruments

The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Renunciation of allotment

Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person.

Part VIII - Transmission of Shares

Death of Member

If a Member dies the survivor or survivors where he was a joint Holder, and his personal representatives where he was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased Member from any liability in respect of any share which had been held by him (whether jointly or otherwise).

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42. Transmission on death or bankruptcy

A person becoming entitled to a share in consequence of the death, bankruptcy, liquidation or insolvency of a Member, or otherwise becoming entitled to a share by operation of any law, directive or regulation (whether of the State, the European Union, or any other jurisdiction) may elect, upon such evidence of title being produced as the Directors may reasonably require at any time and from time to time, and subject as further provided in this Article, either to become the Holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the Holder he shall give notice to the Company to that effect and, where the Directors are satisfied with the evidence of title produced to them, they may register such person as the holder of the share, subject to the other provisions of these Articles and of the Acts. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the event giving rise to the entitlement of the relevant person to the shares had not occurred.

43. Rights before registration

A person becoming entitled to a share by any of the circumstances set out in Article 42 shall, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, have the rights to which he would be entitled if he were the Holder of the share except that, before being registered as the Holder of the share, he shall not be entitled in respect of it to receive notices of, or to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company, so, however, that the Directors, at any time, may give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within ninety days, the Directors thereupon may withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

Part IX - Alteration of Share Capital

44. Increase of capital

(a) The Company from time to time by ordinary resolution may increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

(b) Subject to the provisions of the Acts, the new shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting.

(c) Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

45. Consolidation, sub-division and cancellation of capital

The Company, by ordinary resolution, may:-

(a) consolidate and divide all or any of its share capital into shares of larger amount;

(b) subject to the provisions of the Acts, subdivide its shares, or any of them, into shares of smaller amount, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the

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share from which the reduced share is derived (and so that the resolution whereby any share is sub-divided may determine that, as between the Holders of the shares resulting from such sub-division, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares); or

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

46. Fractions on consolidation

Subject to the provisions of these Articles, whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may sell, on behalf of those Members, the shares representing the fraction for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those Members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

47. Reduction of capital

The Company, by special resolution, may reduce its share capital, any capital redemption reserve fund and/or any capital conversion reserve fund, and/or any share premium account in any manner subject to the procedures and restrictions set out in the Acts. Unless otherwise provided by the terms of issue and without prejudice to the rights attached to any share to participate in any return of capital, the rights, privileges, limitations and restrictions attached to any share shall be deemed not to be varied, altered or abrogated by a reduction in any share capital ranking as regards participation in the profits and assets of the Company pari passu with or after that share.

48. Purchase of own shares

Subject to the provisions of the Acts, to any rights conferred on the holders of any class of shares, and to the further provisions of this Article, the Company and any subsidiary of the Company may purchase all or any of the Company's shares of any class (including any redeemable shares) at any price (whether at, above or below the nominal value thereof). Every purchase of, or contract for purchase under which the Company may become entitled or obliged to purchase, shares in the Company shall be authorised by a special resolution of the Company and by a special resolution passed at a separate general meeting of the holders of any class or classes of shares (or the prior written consent of the holders of three-fourths in nominal value of the issued shares of any class or classes) which at the date on which the contract is authorised by the Company in general meeting entitle them, either immediately or at any time later on, to convert all or any of the shares of that class held by them into equity share capital of the Company (unless the terms of issue of such class or classes of shares provide for the purchase by the Company, or any of its subsidiaries, of equity share capital of the Company). Neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares. Subject as aforesaid, the Company may cancel any shares so purchased or may hold them as treasury shares and issue any such treasury shares as shares of any class or classes or cancel them. Notwithstanding anything to the contrary contained in these Articles, the rights attached to any class of shares shall be deemed not to be varied by anything done by the Company pursuant to this Article.

Part X - General Meetings

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49. Annual general meetings

The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

50. Extraordinary general meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

51. Convening general meetings

The Directors may convene general meetings. Without prejudice to the provisions of the Acts regarding the convening of general meetings, extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Acts. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

52. Notice of general meetings

(a) Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice and, subject to compliance generally with the provisions of the Acts relating to general meetings, all other extraordinary general meetings shall be called by at least fourteen Clear Days' notice.

(b) Notices of general meetings shall comply with all of the provisions of the Acts relating thereto. Without prejudice to this requirement, any notice convening a general meeting shall specify the time and place of the meeting and the general nature of that business and, in reasonable prominence, that a Member entitled to attend and vote is entitled to appoint a proxy (or one or more proxies as permitted under these Articles) to attend, speak and vote in his place and that a proxy need not be a Member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting, or (provided that the Company has received notice of the intention to propose any person or persons for appointment or re-appointment as a Director or Directors at the meeting in sufficient time for it to be included in the notice) in respect of whom notice has been duly given, in accordance with the terms of Article 90, to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to the provisions of these Articles, to any restrictions imposed on any shares, and to the rights and/or entitlements of the Company under applicable law relating to the giving of notice to Members of a company, the notice shall be given to all the Members whom shall be entered on the Register forty-eight (48) hours prior to the dispatch of the notice, and to the Directors, the Secretary and the Auditors.

(c) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

(d) Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required by and in accordance with the provisions of the Acts.

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(e) The Directors may, for the purpose of controlling the level of attendance at any place specified for the holding of a general meeting, from time to time make such arrangements whether involving the issue of tickets (on a basis intended to afford to all Members otherwise entitled to attend such meeting an equal opportunity of being admitted to the meeting) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in place therefor and the entitlement of any Member or proxy to attend a general meeting at such place shall be subject to any such arrangements as may be for the time being in force and by the notice of meeting stated to apply to that meeting. In the case of any general meeting to which such arrangements apply the Board shall, and in the case of any other general meeting the Directors may, when specifying the place of the general meeting, direct that the meeting shall be held at a place specified in the notice at which the chairman of the meeting shall preside ("the Principal Place") and make arrangements for simultaneous attendance and participation at other places by Members otherwise entitled to attend the general meeting but excluded therefrom under the provisions of this Article or who wish to attend at any of such other places provided that persons attending at the Principal Place and at any of such other places shall be able to see and hear and be seen and heard by persons attending at the Principal Place and at such other places. Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any manner aforesaid at such other places provided that they shall operate so that any such excluded Members as aforesaid are able to attend at one of such other places. For the purposes of all other provisions of these Articles any such meeting shall be treated as being held and taking place at the Principal Place.

Part XI - Proceedings at General Meetings

53. Quorum for general meetings

(a) No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, three-two persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporate Member, shall be a quorum.

(b) If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine. If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, two persons a proxy appointed by a central securities depository (or its nominee(s)) entitled to be counted in a quorum present at the meeting shall be a quorum.

54. Business of an annual general meeting

The business of the annual general meeting may include:

(a) the consideration of the Company's statutory financial statements and the reports of the Directors and Auditors thereon;

(b) the review by the Members of the Company's affairs;

(c) the declaration of a dividend (if any) of an amount not exceeding an amount recommended by the Directors from time to time;

(d) the authorisation of the Directors to approve and fix the remuneration of the Auditors;

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(e) the election and re-election of Directors in the place of those retiring (whether by rotation or otherwise); and
(f) the appointment or re-appointment of the Auditors.

55. Chairman of general meetings

(a) Subject to Article 55(b, the chairman of the board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company. If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman.
(b) If at any time the Directors have appointed joint chairmen, the joint chairmen shall, unless otherwise determined by the Board, agree among themselves who shall preside as chairman at general meetings of the Company (or at any adjournment(s) of such meetings). If at any general meeting the relevant joint chairman is not present and willing to act within fifteen minutes after the time appointed for the holding of the meeting, the other joint chairman, if present and willing to act, shall preside as chairman of the general meeting. If neither joint chairman is present and willing to act as aforesaid then the chairman of the meeting shall be appointed pursuant to the provisions of Article 55(a).
(c) If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present (whether in person or by proxy) and entitled to vote shall choose one of the Members personally present or a proxy to be chairman of the meeting.
(d) The chairman of a meeting shall be entitled to take, or to direct that there be taken on behalf of the Company, any action he considers appropriate before and during a general meeting for ensuring the safe, proper and orderly conduct of any such meeting including without limitation, the removal of any Member or other person from the meeting, and refusing re-entry by any such Member or other person to the meeting.
(e) The Directors shall be entitled to ask persons wishing to attend a general meeting to submit to such searches or other security arrangements as the Directors may consider appropriate in the interests of ensuring the safety of Members and the orderly conduct of the meeting. Without limitation, the security arrangements may include the prohibition of any article or item (as determined by the Directors) being taken into the meeting. The Directors may also, in their discretion, refuse entry to, or remove from, a general meeting any person who does not submit to any searches or otherwise refuses to comply with any such security arrangements.
(f) If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, they may postpone the general meeting to another date, time and place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least two national newspapers in Ireland. Notice of the business to be transacted at such postponed meeting shall not be required.

56. Directors' and Auditors' right to attend general meetings

A Director shall be entitled, notwithstanding that he is not a Member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.

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57. Adjournment of general meetings

(a) The chairman, with the consent of a meeting at which a quorum is present, may in his discretion (and if so directed by the meeting, shall), adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any such adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

(b) The chairman may also at any time in his discretion without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time and place where it appears to him that:

(i) the Members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting; or
(ii) the conduct of any of the Members or other persons present prevents, or is likely in the opinion of the chairman to prevent, the safe and/or orderly continuation of business; or
(iii) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

(c) No business shall be transacted at any meeting adjourned pursuant to paragraph (b) of this Article except business which might properly have been transacted at the meeting had the adjournment not taken place.

(d) Where a meeting is adjourned pursuant to any of the provisions of this Article sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is so adjourned for fourteen days or more or sine die, at least seven Clear Days' notice shall be given specifying the time and meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

58. Determination of resolutions

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded in accordance with these Articles and in accordance with the Acts. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Voting may also be undertaken by way of such electronic devices as are for the time being and from time to time approved by the Directors in their absolute discretion, and Articles 61 to 65 shall be interpreted accordingly.

59. Amendments to resolutions

(a) Subject to the provisions of the Acts, if an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered. Subject to the Acts and the other provisions of these Articles, in the case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other than an amendment to correct a patent error or an amendment recommended by the Directors) may be considered or voted upon unless either at

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least forty-eight hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or the chairman in his absolute discretion decides that it may be considered or voted upon.

(b) Subject to the provisions of the Acts and the other provisions of these Articles, in the case of a resolution duly proposed as a special resolution or as an ordinary resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless the terms of the resolution as amended will still be such that adequate notice of the intention to pass the same can be deemed to have been given to all persons entitled to receive such notice in accordance with these Articles (as determined by the chairman at his discretion).

(c) Any amendment proposed to be made to any resolution before a general meeting may, with the consent of the chairman, be withdrawn by or on behalf of the Member or Members who shall have proposed it.

(d) Any resolution tabled for or otherwise proposed to be passed at any general meeting and any amendment proposed to be made to any resolution before a general meeting must not be such as would be incapable of being passed or otherwise be ineffective whether by reason of inconsistency with any enactment or the Company's Memorandum or these Articles or otherwise, and must not be frivolous or vexatious in nature or defamatory of any person.

60. Entitlement to demand poll

Subject to the provisions of the Acts and these Articles, a poll may be demanded:-

(a) by the chairman of the meeting;

(b) by at least three Members present (in person or by proxy) having the right to vote at the meeting;

(c) by any Member or Members present (in person or by proxy) representing not less than one tenth of the total voting rights of all the Members having the right to vote at the meeting; or

(d) by a Member or Members present (in person or by proxy) holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

61. Taking of a poll

(a) Save as provided in paragraph (b) of this Article and subject to compliance with the requirements of the Acts, a poll shall be taken in such manner (including the use of a ballot, electronic devices, voting papers or tickets) as the chairman in his discretion may direct and he may (but shall not be required to) appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution, in relation to the matter concerned, of the meeting at which the poll was demanded.

(b) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chairman of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

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(c) No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.

62. Votes of Members

(a) A person entered on the Register by the Record Date may exercise the right of a Member to participate and vote at the general meeting and any change to an entry on the Register after the Record Date shall be disregarded in determining the right of any person to attend and vote at the meeting.

(b) Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of shares or imposed by these Articles, on a show of hands every Member present in person and every proxy shall have one vote, so, however, that no individual shall have more than one vote, and on a poll every Member (whether present in person or by proxy) shall have one vote for every share carrying voting rights of which he is the Holder. On a poll, a Member entitled to more than one vote need not use all of his votes or cast all the votes he uses in the same way.

63. Chairman's casting vote

Where there is an equality of votes, whether on a show of hands or on a poll the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.

64. Voting by joint Holders

Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the share.

65. Voting by incapacitated Holders

(a) A Member who is adjudged by any competent court or tribunal, or determined in accordance with these Articles, not to possess an adequate decision-making capacity, or a Member who has made an enduring power of attorney, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian, donee of an enduring power of attorney or other person appointed by that court and any such committee, receiver, guardian, donee of an enduring power of attorney or other person may vote by proxy on a show of hands or on a poll.

(b) Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised proxy appointments, not later than the latest time specified by the Directors (subject to the requirements of the Acts) and in default the right to vote shall not be exercisable.

66. Default in payment of calls

Unless the Directors otherwise determine, no Member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege as a Member in respect of any share held by him unless all moneys then payable by him in respect of that share have been paid.

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67. Restriction of voting and other rights

(a) If at any time the Directors shall determine that a Specified Event (as defined in paragraph (h)) shall have occurred in relation to any share or shares the Directors may serve a notice to such effect on the Holder or Holders thereof. Upon the expiry of a period of 14 days following the service of any such notice (in these Articles referred to as a "Restriction Notice") and for so long as such Restriction Notice shall remain in force, no Holder or Holders of the share or shares specified in such Restriction Notice shall be entitled, ("the Restricted Shares") to attend or vote at any general meeting, either personally or by proxy; and the Directors shall, where the Restricted Shares represent not less than 0.25 per cent. of the class of shares concerned, be entitled except where and then only to the extent not prohibited by the Listing Rules:

(i) Except in a liquidation of the Company, to withhold payment of any dividend, distribution, return of capital or other amount payable in respect of the Restricted Shares; and/or
(ii) to refuse to register any transfer of the Restricted Shares (other than a transfer made as part of a sale to a bona fide third party unconnected with the Holder (including any such sale made through The Stock Exchanges or an overseas exchange or by acceptance of a takeover offer) on receipt by the Directors of evidence satisfactory to them that such is the case) or any renunciation of or any allotment of new shares or debentures made in respect thereof.

(b) A Restriction Notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than seven days after the Holder or Holders concerned or any other relevant person shall have remedied the default by virtue of which the Specified Event shall have occurred, and a Restriction Notice given in respect of any Restricted Shares as a result of a Specified Event described in sub-paragraph (h)(ii) of this Article shall automatically be deemed to be cancelled on receipt by the Directors of evidence satisfactory to them that the Restricted Shares have been sold on a transfer to a bona fide third party unconnected with the Holder.

(c) A Restriction Notice shall automatically cease to have effect in respect of any share transferred upon registration of the relevant transfer provided that a Restriction Notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.

(d) The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a Restriction Notice shall have been served indicating the number of shares specified in such Restriction Notice and shall cause such notation to be deleted upon cancellation or cesser of such Restriction Notice.

(e) Where dividends or other payments are not paid as a result of restrictions imposed on Restricted Shares, such dividends or other payments shall accrue and shall be payable (without interest) upon the cancellation of the Restriction Notice.

(f) Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.

(g) If, while any Restriction Notice shall remain in force in respect of any Holder or Holders of any shares, such Holder or Holders shall be issued with any further shares as a result of such

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Holder or Holders not renouncing any allotment of shares made to him or them pursuant to a capitalisation issue under Articles 122 to 124, the Restriction Notice shall be deemed also to apply to such Holder or Holders in respect of such further shares on the same terms and conditions as were applicable to the said Holder or Holders immediately prior to such issue of further shares.

(h) Where a Restriction Notice is served on a central securities depository (or its nominee(s)) acting in its capacity as operator of a securities settlement system, the provisions of this Article shall be treated as applying only to such number of shares as is equal to the number of Restricted Shares held by the central securities depository or its nominee(s) and not to any other shares held by the central securities depository or its nominee(s).

(i) (h) For the purpose of these Articles the expression "Specified Event" in relation to any share shall mean either of the following events:-

(i) the failure by the Holder or Holders thereof to pay any call or instalment of a call in the manner and at the time appointed for payment thereof; or

(ii) the failure by the Holder thereof or any of the Holders thereof to comply, to the satisfaction of the Directors, with all or any of the terms of Section 81 of the 1990 Act or, on and from its commencement, Section 1062 of the 2014 Act or Article 4 in respect of any notice or notices given to him or any of them thereunder.

Time for objection to voting

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

Appointment of proxy

(a) Every Member entitled to attend and vote at a general meeting may appoint a proxy (or, where shares are held in different securities accounts more than one proxy, but so that, in any such case, the number of proxies appointed shall not exceed the number of securities accounts in which shares are held by that Member, and each such proxy must be appointed to exercise the rights attached to the shares in the securities account in respect of which the proxy is appointed) or proxies to attend, speak, ask questions relating to the items on the agenda (subject to the provisions of the Acts) and vote on his behalf, provided that where a Member appoints more than one proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attaching to a different share or shares held by him. A Member acting as an intermediary on behalf of a client may grant a proxy to each of his clients, or to any third party designated by a client, to attend, speak and vote on his behalf and such proxy, must be appointed to exercise the rights attached to the shares held for the client in respect of which the proxy is appointed. The appointment of a proxy shall be in writing in any usual form or in any other form which the Directors may approve provided always that the instrument appointing a proxy shall comply with the provisions of the Acts and shall be executed by or on behalf of the appointor (or otherwise authenticated in such manner or form as the Directors may approve) and by depositing the proxy with the Company in accordance with these Articles, the appointor and the proxy (or proxies, as the case may be) are deemed to be bound by the terms of the proxy and any notes thereto as if the same were incorporated into a contract entered into under seal by and between the Company, the appointor and the proxy. Any signature on such appointment of a proxy need not be witnessed. A body corporate may execute a form of proxy under its common seal or under the hand of a duly authorised officer thereof. A proxy need not be a Member of the Company. No appointment of a proxy shall be valid after twelve months have elapsed from the date named in it as the date of its execution.

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(b) Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the directors may accept the appointments of a proxy to be made by means of an electronic communication in the form of an uncertificated proxy Instruction, (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors provided always that the form of proxy complies with the provisions of the Acts (subject always to the facilities and requirements of the relevant system concerned)) and provided always that the form of proxy complies with the provisions of the Acts, and may in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such uncertificated proxy Instruction which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

Bodies corporate acting by representatives at meetings

(a) Any body corporate which is a Member of the Company, and any body corporate which is a proxy for any such Member, may by resolution of its Directors or other governing body authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or of any class of Members of the Company and any person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual Member of the Company. Where a Member (or a proxy appointed to act on behalf of a Member, as applicable) or, where more than one such representative is so authorized, all or any of the rights attached to the shares in respect of which he is so authorised. Where a body corporate appoints more than one representative in relation to a general meeting, each representative must be appointed to exercise rights attached to a different share or shares held by the Memberbody corporate or in respect of which the proxy has been appointed.

(b) The Company shall not be obliged to establish or verify whether any representative or representatives of any Member which is a body corporate has voted or acted in accordance with any instructions (whether express or implied, and whether written or oral) given to him or them by any such Member or by any other person, whether acting on behalf of any such Member or otherwise, and votes cast, actions taken or polls demanded by any such representative or representatives shall not be regarded as invalid or ineffective where such representative or representatives has or have (as the case may be) not voted or acted in accordance with any such instructions.

Delivery and receipt of an appointment of proxy

The appointment of a proxy and any authority under which it is executed (or otherwise authenticated in a manner approved by the Directors) or a copy of such authority (or the information contained therein), certified notarially or in some other way authenticated in a manner approved by the Directors, shall be deposited at the Office (which shall include-, for the avoidance of doubt, communication of the proxy to the Company by electronic means in accordance with Article 72) or at such other place in the State or one of such other places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting not less than (subject to the Acts) forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used or any form of proxy sent out by the Company in relation to the meeting, not later than the latest time approved by the Directors (subject to the requirements of the Acts), and in default shall not be treated as valid. Provided, provided that:

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(a) in the case of a meeting which is adjourned to, or a poll which is to be taken on, a date which is less than seven days after the date of the meeting which was adjourned or at which the poll was demanded, it shall be sufficient if the appointment of a proxy and any such authority and certification thereof as aforesaid is delivered to or lodged with the Secretary at the commencement of the adjourned meeting or the taking of the poll;

(b) an appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require to be delivered again for the purposes of any subsequent meeting to which it relates;

(c) where any class of shares in the capital of the Company is held through a securities settlement system, the Directors may determine that it shall be sufficient if the appointment of a proxy and any such authority and certification thereof as aforesaid is received by the Company at such address and in such manner and time as may be specified by the Directors not being later than the commencement of the meeting, adjourned meeting or (as the case may be) of the taking of the poll;

(d) (c) appointments of proxy may, provided they are received in legible form, be submitted by telefax to such telefax number as may be specified by the Secretary for such purpose provided that in the case of such telefax appointment of proxy, the Secretary shall have endorsed the same with a certificate stating that he is satisfied as to the authenticity thereof; and

(e) (d) when two or more valid but differing appointments of a proxy are received in respect of the same shares for use at the same meeting, the one bearing the later date shall be treated as replacing and revoking the other; if the appointments are undated the last one received shall be treated as valid; and if the Company is unable to determine which was the last received, none shall be treated as valid, and a certificate endorsed by the Secretary stating that the appointment is valid or invalid, as the case may be, shall be conclusive for all purposes.

Electronic Proxy

(a) Notwithstanding anything contained in these Articles, the appointment of a proxy and any authority under which it is executed (or otherwise authenticated in a manner approved by the Directors) or a copy of such authority (or the information contained therein), certified notarially or in some other way authenticated in a manner approved by the Directors may be made by electronic means (including without limitation by means of electronic communication generated and sent by members to the Company via a website for this purpose using identification numbers communicated by or on behalf of the Company to each member) in such manner or form and subject to such terms, conditions or restrictions as the Directors may, subject to and in accordance with the Acts, determine or approve from time to time in their absolute discretion. The Directors may prescribe the method of determining the time at which any such appointment of a proxy is to be treated as received by the Company. The Directors may treat any such appointment which purports to be or is expressed to be sent on behalf of a Member as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Member.

(b) For the purposes of these Articles, the place to which the appointment of proxy should be deposited by the Member shall be such number, address (including any number or address used for the purpose of communication by way of electronic mail or other electronic communication) or identification number of a Member as is notified by the Directors to the Members whether by way of note to the notice convening the meeting or any invitation to appoint a proxy issued by or on behalf of the Company or otherwise.

(c) Without limiting the foregoing or any other Article, in relation to any shares which are deposited in a central securities depository, the Directors may from time to time:

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i. permit appointments of a proxy to be made by means of an electronic communication (that is, through the use of a secured mechanism to exchange electronic messages in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the operator of the relevant securities settlement system concerned)) and may in a similar manner permit supplements to, or amendments or revocations of, any such proxy instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such proxy instruction (and/or other message, instruction or notification) is to be treated as received by the Company or such central securities depository. The Directors may treat any such proxy instruction which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder;

ii. agree with the central securities depository for other proxy arrangements to operate, including an arrangement where the Chairman of all meetings of shareholders shall, unless otherwise directed, be the proxy for all shareholder meetings in respect of all shares deposited in such central securities depository on the basis that such Chairman shall only vote as proxy in accordance with such instructions as the central securities depository may give; and

iii. agree with the central securities depository that where shares have been deposited in another central securities depository that proxy instructions may be given via the systems of that other central securities depository to the exclusion of the first central securities depository.

Effect of proxy appointments

(a) Deposit of an appointment of a proxy in respect of a meeting shall not preclude a Member from attending and voting at the meeting or at any adjournment thereof. A proxy shall have the right unless the contrary is stated in his appointment to exercise all or any of the rights of his appointer, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he has been appointed the proxy to attend, to demand or join in demanding a poll and to speak and vote at a general meeting of the Company. A proxy may vote or abstain in his discretion on any resolution put to the vote. The appointment of a proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.

(b) Subject always to the provisions of the Acts, the appointment, and notification of any revocation of appointment of, a proxy, and the giving of voting instructions to a proxy shall be subject to such formal requirements as the Directors from time to time in their absolute discretion may consider necessary in order to ensure the correct identification of a Member's appointment, to ensure the correct identification of a proxy acting on foot of such appointment, and to ensure the correct determination of a Member's voting instructions.

(c) The Company shall not be obliged to establish or verify whether any proxy has voted or acted in accordance with any instructions (whether express or implied, and whether written or oral) given to him by a Member or by any other person, whether acting on behalf of a Member or otherwise, and votes cast, actions taken or polls demanded by a proxy shall not be regarded as invalid or ineffective where a proxy has not voted or acted in accordance with any such instructions.

Effect of revocation of a proxy or of an authorisation

(a) Notwithstanding any other provisions of these Articles, a vote given or poll demanded in accordance with the terms of an appointment of a proxy or a resolution authorising a

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representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal or the revocation of the appointment of a proxy or of the authority under which the appointment of a proxy was executed or otherwise authenticated in a manner approved by the Directors (as the case may be) or of the resolution authorising the representative to act or transfer the share in respect of which the appointment of a proxy or the authorisation of the representative to act was given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office or at such other address as may be specified in the notice of meeting or in the notes thereto before the commencement of the meeting or adjourned meeting at which the appointment of a proxy is used or at which the representative acts PROVIDED HOWEVER that where such intimation is given in electronic form it shall have been received by the Company before the commencement of the meeting or adjourned meeting at which the appointment of a proxy is used or at which the representative acts.

(b) The Directors may send, at the expense of the Company, by post, by electronic means or otherwise, to the Members appointments of a proxy (subject to applicable requirements of the Acts and with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the meeting and to vote thereat by proxy. The accidental omission to issue the appointments of proxy herein referred to, or the non-receipt of any such invitation by any Member entitled to receive such invitation shall not invalidate the proceedings at any such meeting.

Part XII - Directors

75. Number of Directors

Unless otherwise determined by the Company in General Meeting the number of Directors shall not be more than twenty-five nor less than three. The continuing Directors may act notwithstanding any vacancy in their body, provided that, and subject as provided in these Articles, if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any two shareholders may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these Articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting and he shall not retire by rotation at such meeting or be taken into account in determining the Directors who are to retire by rotation at such meeting.

76. Share qualification

A Director shall not require a share qualification.

77. Ordinary remuneration of Directors

The ordinary remuneration of the Directors (for serving as Directors of the Company) shall be such amount as may be determined from time to time by an ordinary resolution of the Company and shall be divisible (unless such resolution shall provide otherwise) among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office. Any sum payable pursuant to this Article shall be distinct from any salary, remuneration or other amounts payable to a

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Director pursuant to any other provisions of these Articles and shall accrue from day to day.

78. Special remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of chairman or Deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

79. Expenses of Directors

The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

Part XIII - Powers of Directors

80. Directors' powers

(a) Subject to the provisions of the Acts, the Memorandum of Association of the Company and these Articles and, to any directions by the Members given by ordinary resolution in compliance with Article 80(b) and such directions not being inconsistent with any provisions of these Articles or any provisions of the Acts, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Acts or by these Articles required to be done or exercised by the Company in general meeting. No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

(b) Any direction proposed to be given by the Members pursuant to Article 80(a) above shall not validly be considered unless notice in writing of the terms of such ordinary resolution and the intention to move the same has been lodged at the Office not less than seven nor more than thirty Clear Days prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed.

81. Power to delegate

Without prejudice to the generality of the last preceding Article, the Directors may delegate (with power to sub-delegate) any of their powers to any Chief Executive or any other Director holding any other executive office and to any committee consisting of one or more Directors together with such other persons (if any) as may be appointed to such committee by the Directors provided that a majority of the members of each committee appointed by the Directors shall at all times consist of Directors and that no resolution of any such committee shall be effective unless a majority of the members of the committee present at the meeting at which it was passed are Directors. Insofar as any such power or discretion is delegated to a committee any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such a committee. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.

82. Appointment of attorneys

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The Directors, from time to time and at any time by power of attorney under seal may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

83. Local management

Without prejudice to the generality of Articles 81 and 82 the Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in the State or elsewhere, and may appoint any persons to be Members of such committees, local boards or agencies and may fix their remuneration and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Directors with power to sub-delegate and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith with any such committee, local board or agency, without notice of any such removal, annulment or variation shall be affected thereby.

84. Borrowing powers

The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof subject to the Acts and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

85. Execution of negotiable instruments

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time by resolution.

86. Provision for employees

The Directors may exercise any power conferred by the Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or any part of the undertaking of the Company or that subsidiary.

Part XIV - Appointment and Retirement of Directors

87. Retirement of Directors

Without prejudice to Article 75 and Article 88 of these Articles, in circumstances where all of the Directors for the time being of the Company voluntarily decide to retire from office at an annual general meeting of the Company (in this Article, the Retiring Directors), and if none, or some only of the Retiring Directors having offered themselves for re-appointment, shall be re-appointed at the meeting, and, in either case, the result is that the aggregate number of Directors holding office at the end of the meeting or otherwise appointed by the Members at the meeting, in accordance with these Articles, shall be less than the minimum number fixed by or in accordance with these Articles as the quorum (the Minimum Number of Directors), then the Retiring Directors present at the end of the meeting shall be entitled to nominate at their discretion, one or more of their number (in addition to any Retiring Director(s) who shall have been so re-appointed and any Director(s) who shall have been otherwise

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appointed by the Members at the meeting), up to the Minimum Number of Directors, to be the continuing Directors of the Company (in this Article, the Continuing Directors). The Continuing Directors shall be empowered to execute and do all such documents acts and things as they shall consider, acting reasonably and in good faith, to be necessary or desirable in order to enable the business of the Company to continue, pending the convening and holding of another general meeting of the Company for the purposes of appointing new Directors, which the Continuing Directors shall be required to convene and hold as soon as reasonably practicable. The Continuing Directors shall, if willing to continue to act, remain in office until the conclusion of the next general meeting at which not less than the Minimum Number of Directors shall be appointed. If any of the Continuing Directors shall resign from office prior to the date of the general meeting on which not less than the Minimum Number of Directors shall be appointed, the remaining Continuing Director or Directors shall be entitled to appoint an additional Director or additional Directors in their place, up to the Minimum Number of Directors, and the provisions of this Article 87 shall apply to any such additional Director(s), mutatis mutandis.

88. Retirement by rotation

(a) Each Director must retire not later than the third annual general meeting following his last appointment or re-appointment in general meeting.

(b) In any event, at each annual general meeting of the Company a minimum number of Directors are subject to retirement by rotation and that number includes any Director retiring under Article 88(a) but does not include any Director who wishes to retire and who does not wish to offer himself for re-appointment. The minimum number is one-third of the Directors for the time being subject to retirement by rotation (calculated as aforesaid and subject also to the provisions of Article 90) or if the said number of Directors is not divisible by three, the number which is nearest to and less than one-third. If there is only one director who is subject to retirement by rotation then he shall retire.

(c) The Directors, (including any Directors holding executive office pursuant to these Articles) to retire by rotation shall be those who have been longest in office since their last appointment or reappointment but as between persons who became or were last reappointed Directors on the same day those to retire shall be determined (unless they otherwise agree among themselves) by lot; and

(d) A Director who retires at an annual general meeting may be reappointed, if willing to act. If he is not reappointed (or deemed to be reappointed pursuant to these Articles) he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.

89. Deemed reappointment

If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy the retiring Director, if willing to act, shall be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or a resolution for the reappointment of the Director is put to the meeting and lost.

90. Eligibility for appointment

(a) No person other than a Director retiring by rotation shall be appointed a Director at any annual general meeting unless he is recommended by the Directors or unless a draft resolution for the appointment of such person (accompanied by the particulars which would be required, if he were to be so appointed, to be included in the Company's register of Directors together with a notice executed by that person of his willingness to be appointed) shall have been proposed by a Member or Members holding not less than three per cent of the issued share capital, representing not less than three per cent of the total voting rights of all the Members who have

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a right to vote at the meeting, received by the Company in hardcopy form or in electronic form at least forty-two days before the meeting to which it relates, and passed at that meeting in compliance with the Acts and these Articles.

(b) In the case of a general meeting other than an annual general meeting, no person other than a Director retiring by rotation as aforesaid or a person recommended by the Directors shall be appointed unless not less than seven nor more than thirty Clear Days before the date appointed for the meeting, a draft resolution for the appointment of such person (accompanied by the particulars which would be required, if he were to be so appointed, to be included in the Company's register of Directors together with a notice executed by that person of his willingness to be appointed) shall have been proposed by a Member or Members holding not less than three per cent of the issued share capital, representing not less than three per cent of the total voting rights of all the Members who have a right to vote at the meeting, received by the Company in hardcopy form or in electronic form, and passed at that meeting in compliance with the Acts and these Articles.

91. Appointment of additional Directors

(a) Subject as provided in these Articles, the Company by ordinary resolution may appoint a person to be a Director either to fill a vacancy or as an additional Director and may also determine the rotation in which any additional Directors are to retire.

(b) Subject as provided in these Articles, the Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number as fixed by or in accordance with these Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.

Part XV - Disqualification and Removal of Directors

92. Disqualification of Directors

The office of a Director shall be vacated ipso facto if:-

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a Director;

(b) he is adjudicated bankrupt or being a bankrupt has not obtained a certificate of discharge in the relevant jurisdiction;

(c) in the opinion of a majority of his co-Directors, the health of the Director is such that he or she can no longer be reasonably regarded as possessing an adequate decision-making capacity so that he or she may discharge his or her duties as a Director;

(d) (not being a Director holding for a fixed term an executive office in his capacity as a Director) he resigns his office by notice to the Company;

(e) he is convicted of an indictable offence, unless the Directors otherwise determine;

(f) he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and the Directors pass a resolution that by reason of such absence he has vacated office;

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(g) he is removed from office by notice in writing served upon him signed by all his co-directors; if he holds an appointment to an executive office which thereby automatically determines, such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company.

93. Removal of Directors

The Company, by ordinary resolution of which extended notice has been given in accordance with the provisions of the Acts, may remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by ordinary resolution appoint another Director in his stead. The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director.

Part XVI - Directors' Offices and Interests

94. Executive offices

(a) The Directors may appoint one or more of their body to the office of Chief Executive or to any other executive office under the Company (including, where considered appropriate, the office of the chairman) on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.

(b) A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.

(c) The appointment of any Director to the office of chairman or Chief Executive shall determine automatically if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(d) The appointment of any Director to any other executive office shall not determine automatically if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(e) A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company, on such terms as to remuneration and other-wise as the Directors shall arrange.

95. Disclosure of interests by Directors

A Director or shadow director of the Company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of Section 194 of the 1963 Act and, on and from its commencement, Section 231 of the 2014 Act and those of the same Section (in the case of a shadow director, as applied by Section 27 of the 1990 Act and, on and from its commencement, Section 221 of the 2014 Act) with regard to the disclosure of such interest by declaration.

96. Directors' interests

(a) A Director notwithstanding his office:-

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(i) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or Associated Company thereof or in which the Company or any subsidiary or Associated Company thereof is otherwise interested;

(ii) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or Associated Company thereof is otherwise interested; and

(iii) shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

(b) No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. The nature of a Director's interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made at the first meeting of the Directors held after he becomes so interested.

(c) A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or Member of the Company at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

(d) For the purposes of this Article:-

(i) A general notice given to the Directors by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with the company or firm or he is to be regarded as interested in any contract which may, after the date of the notice, be made with a specified person who is connected with him shall be deemed to be a sufficient declaration of interest in relation to any such contract provided that such notice is given at a meeting of Directors or the Director takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given;

(ii) Any reference to a contract:

(1) shall be read as excluding a reference to a contract the decision as to whether to enter into it is taken, or falls to be taken, other than by the board of directors or a committee of which the Director is a member; and

(2) shall be read as including a reference to any transaction or arrangement, whether or not constituting a contract, but, in a case where the transaction or arrangement does not constitute a contract, a like limitation to that which applies under Article 96(d)(ii)(1) applies to the construction of reference provided by this Article.

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97. Restriction on Directors' voting

(a) Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly or together with any person or persons connected with him, an interest which is (to his knowledge) a material interest (otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company) or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.

(b) Notwithstanding paragraph (a) of this Article, a Director shall be entitled (in the absence of some other material interest or duty which conflicts or may conflict with the interests of the Company than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:-

(i) the giving of any security, guarantee or indemnity to him in respect of money lent by him or any other person at the request of or for the benefit of the Company or any of its subsidiary companies or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary companies;

(ii) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(iii) any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary companies for subscription, purchase or exchange in which offer he is or may be entitled to participate as a holder of shares, debentures, or other securities, or in which he is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv) any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in Part IV, Chapter 2 of the 1990 Act or, on and from its commencement, Chapter 4 of Part 17 of the 2014 Act) representing one per cent. or more of the issued shares of any class of such company or of the voting rights available to Members of such company (or of a third company through which his interest is derived) (any such interest being deemed for the purposes of this Article to be a material interest in all circumstances); or

(v) any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities and which does not award him any privilege or benefit not generally awarded to the employees to whom such fund or scheme relates;

(vi) any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors) of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit and which does not award the Director any privilege or benefit not generally awarded to the employees to whom such scheme or arrangement relates;

(vii) any proposal concerning insurance which the Company proposes to maintain or

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purchase for the benefit of the Directors or for the benefit of persons including the Directors.

(c) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under sub-paragraph (b) (iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(d) If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of a Director's interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fully and fairly disclosed; provided that, if such question arises in relation to the chairman of the meeting, he shall temporarily vacate the chair.

(e) For the purposes of this Article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director.

98. Entitlement to grant pensions

The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or Associated Company of the Company or a predecessor in business of the Company or of any such subsidiary or Associated Company and to any Member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a Member of, or rejoin, any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become Members thereof.

Part XVII - Proceedings of Directors

99. Convening and regulation of Directors' meetings

(a) Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being a resident of the State, is for the time being absent from the State.

(b) Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing by delivery, post, cable, telegram, telex, telefax, electronic mail or otherwise in electronic form, (whether as an electronic communication or otherwise) or by any other means of communication approved by the Directors to him at his last known address or any other address or number (including any address or number used for the purpose of communication by way of electronic mail or other electronic communication) given by him to the Company for this purpose.

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100. Quorum for Directors' meetings

(a) The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be three.

(b) Any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and to be counted in the quorum until the termination of the meeting provided no other Director objects and provided also that otherwise a quorum of Directors would not be present.

(c) The continuing Directors or a sole Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or of calling a general meeting.

101. Voting at Directors' meetings

(a) Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall have a second or casting vote.

(b) Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefax, or may be provided in electronic form (whether as an electronic communication or otherwise) or be sent by any other means of communication approved by the Directors and may bear a printed or facsimile signature of the Director giving such authority or may be otherwise authenticated in such manner as may be prescribed by the Directors. The authority must be delivered to the Secretary for filing prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto.

102. Telecommunication meetings

Any Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation in a meeting shall constitute presence in person at the meeting.

103. Chairman/joint chairmen of the board of Directors

The Directors may elect a chairman or joint chairmen, and if they think fit, a deputy chairman of their meetings and determine the period for which they are respectively to hold office and the date upon which their respective appointments are to take effect. If no chairman or joint chairmen is or are elected, or if at any meeting the chairman or, in the case of joint chairmen, one of the joint chairmen or the deputy chairman (if any) is not present and willing to act within fifteen minutes after the time appointed for the holding of the meeting, the Directors present may choose one of their number to act as chairman of the meeting.

104. Validity of acts of Directors

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

105. Directors' resolutions or other documents in writing

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A resolution or other document in writing signed (or otherwise authenticated in a manner determined by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed (or otherwise authenticated as aforesaid, as the case may be) by one or more Directors, and for all purposes, shall take effect from the time that it is signed by the last Director and such resolution or other document or documents when duly signed (or otherwise authenticated as aforesaid, as the case may be) may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission or some other similar means of transmitting the contents of documents or may be delivered or transmitted in electronic form, whether as an electronic communication or otherwise provided such manner of delivery or transmission has been approved by the Directors.

Part XVIII - The Secretary

106. Appointment of secretary

The Secretary shall be appointed by the Directors for such terms, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them. Anything required or authorised by the Acts or these Articles to be done by or to the Secretary may be done by or to any assistant or acting Secretary or, if there is no assistant or acting Secretary readily available and capable of acting, by or to any officer or employee of the Company authorised generally or specially in that behalf by the Directors: Provided that any provision of the Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary.

Part XIX - The Seal

107. Use of Seal

The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors.

108. Seal for use abroad

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

109. Signature of sealed instruments

(a) Subject as provided in paragraph (b) of this Article, every instrument to which the Seal shall be affixed shall, as part of the sealing process, be signed by at least one Director or other person duly authorised in that behalf by the Directors and by the Secretary or one of the persons authorised as aforesaid (who has not already signed) and, in favour of any purchaser or person dealing with the Company in good faith, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

(b) The Directors may by resolution determine, either generally or in any particular case, that in respect of certificates for shares or debentures or other securities of the Company, the signature of any Director or of the Secretary or other person authorised by the Directors as aforesaid forming part of the sealing process may be applied or effected by non-autographic means, or that such certificates shall bear no signatures, and in favour of any registered holder or other person acquiring any such shares or debentures or other securities in good faith a certificate executed in any of the modes of execution authorised herein shall be as valid and effective as if such certificate was issued under the Seal or the official securities seal kept pursuant to the Acts, as the case may be, of the Company pursuant to these Articles.

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Part XX - Dividends and Reserves

110. Declaration of dividends

Subject to the provisions of the Acts, the Company by ordinary resolution may declare dividends in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors.

111. Scrip dividends

The Directors may, if authorised by an ordinary resolution of the Company, offer any holders of ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of any dividend specified by the ordinary resolution. The following provisions shall apply:

(a) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.

(b) The entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose, "relevant value" shall be calculated by reference to the average of the middle market quotations for the Company's ordinary shares on The Stock Exchanges as derived from the Euronext Dublin Daily Official List, on the day on which the ordinary shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.

(c) On or as soon as practicable after announcing that it is to declare or recommend any dividend, the Directors, if they intend to offer an election in respect of that dividend, shall also announce that intention, and shall after determining the basis of allotment, if they decide to proceed with the offer, notify the holders of ordinary shares in writing of the right of election offered to them and specify the procedure to be followed and place at which, and the latest time by which elections must be lodged in order to be effective. Any election by a holder of ordinary shares shall be binding on every successor in title to the ordinary shares in respect of which the election is made.

(d) The Directors shall not proceed with any election unless the Company has sufficient unissued shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.

(e) The Directors may exclude from any offer any holders of ordinary shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.

(f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been made ("the elected ordinary shares") and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in

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full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis and the provisions of Article 124 shall apply mutatis mutandis to any capitalisation made pursuant to this Article.

(g) The additional ordinary shares when allotted shall rank pari passu in all respects with the fully-paid ordinary shares then in issue except that they will not be entitled to participation in the relevant dividend.

112. Interim and fixed dividends

Subject to the provisions of the Acts, the Directors may declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Directors may declare and pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but subject always to any restrictions for the time being in force (whether under these Articles, under the terms of issue of any shares or under any agreement to which the Company is a party, or otherwise) relating to the application, or the priority of application, of the Company's profits available for distribution or to the declaration or as the case may be the payment of dividends by the Company. Subject as aforesaid, the Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the Holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

113. Payment of dividends

(a) Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. For the purposes of this Article, no amount paid on a share in advance of calls shall be treated as paid on a share.

(b) If several persons are registered as joint Holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share; and

(c) Any dividend may at the discretion of the Directors and at the sole risk of the person or persons entitled thereto be paid in any currency and in such manner as may be approved by the Directors from time to time.

114. Deductions from dividends

The Directors may deduct from any dividend or other moneys payable to any Member in respect of a share any moneys presently payable by him to the Company in respect of that share.

115. Dividends in specie

A general meeting declaring a dividend may direct, upon the recommendation of the Directors, that it shall be satisfied wholly or partly by the distribution of assets (and, in particular, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof in order to adjust the rights of all the parties and may determine that cash payments shall be made to any Members upon the footing of the value so fixed and may vest any such specific assets in trustees.

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116. Payments to members

(a) Any dividend or other money payable in cash (whether in Euro or in any other currency) relating to a share can be paid by such method as the Directors, in their absolute discretion, may decide. Different methods of payment may apply to different Members or groups of Members (such as overseas shareholders). Without limiting any other method of payment which the Company may adopt, the Directors may decide that payment can be made wholly or partly:

(i) by inter-bank transfer, electronic form, electronic means or by such other means approved by the Directors directly to an account (of a type approved by the directors) as instructed by the Member or the joint Holders or other person who may be entitled thereto; or

(ii) by cheque or warrant or any other similar financial instrument made payable to the Member who is entitled to it and sent direct to his registered address or, in the case of joint Holders, to the Holder who is first named in the Register and sent direct to his registered address, or to someone else named in an instruction from the Member (or from all joint shareholders) Holders) or to such person as the Holder or joint Holders or other person entitled thereto may in writing direct.

(b) If the Directors decide that payments will be made by electronic transfer to an account (of a type approved by the directors) nominated by a Member or joint Holders or other person who may be entitled thereto, but no such account is nominated by the Member or joint Holders or other person, or an electronic transfers-transfer into a nominated account is rejected or refunded, the Company may credit the amount payable to an account of the Company to be held until the Member-, joint Holder or other person nominates a valid account.

(c) An amount credited to an account under Article 116(b) is to be treated as having been paid to the Member-, joint Holder or other relevant person at the time it is credited to that account. The Company will not be a trustee of the money and no interested will accrue on the money.

(d) The Company will not pay interest on any dividend or other money due to a Member in respect of his shares, unless the rights of the shares provide otherwise.

(e) Payment by electronic transfer, cheque or warrant, or in any other way, is made at the risk of the people who are entitled to the money. The Company is treated as having paid a dividend if a payment using electronic or other means approved by the Directors is made in accordance with instructions given by the Company or if such a cheque or warrant is cleared. The Company will not be responsible for a payment which is lost or delayed.

(f) For joint Holders, the Company can rely on a receipt for the dividend or other money paid on shares from any one of them.

(g) The Directors may, at their discretion, make arrangements to enable a central securities depository (or its nominee(s)) or any such other member or members as the Directors shall from time to time determine to receive duly declared dividends in any currency or currencies other than the currency in which such dividends are declared. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the equivalent in any such other currency of any sum payable as a dividend shall be such rate or rates, and the payment thereof shall be on such terms and conditions, as the Directors may in their absolute discretion determine.

117. Dividends not to bear interest

No dividend or other moneys payable by the Company on or in respect of any shares shall bear interest against the Company unless otherwise provided by the rights attached to the shares.

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118. Payment to Holders on a particular date

Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same may be payable to the persons registered as the Holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se of transferors and transferees of any such shares in respect of such dividend. The provisions of this Article shall apply, mutatis mutandis, to capitalisations to be effected in pursuance of these Articles.

119. Unclaimed dividends

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

120. Reserves

Before recommending any dividend, whether preferential or otherwise, the Directors may carry to reserve out of the profits of the Company such sums as they think proper. All sums standing to reserve may be applied from time to time at the discretion of the Directors for any purpose to which the profits of the Company may be properly applied and at the like discretion may be either employed in the business of the Company or invested in such investments as the Directors may lawfully determine. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they may lawfully determine. Any sum which the Directors may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Directors may also carry forward, without placing the same to reserve, any profits which they may think it prudent not to divide.

Part XXI - Accounts

121. Accounts

(a) The Directors shall cause to be kept proper accounting records, whether in the form of documents or otherwise, that:

(i) correctly record and explain the transactions of the Company,

(ii) will at any time enable the financial position of the Company to be determined with reasonable accuracy,

(iii) will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts, and

(iv) will enable the accounts of the Company to be readily and properly audited.

(b) The accounting records of the Company shall be kept on a continuous and consistent basis, that is to say, the entries therein shall be made in a timely manner and be consistent from one year to the next.

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such accounting records as comply with the Acts and as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

(d) The accounting records of the Company shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

(e) In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.

(f) A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors' report and Auditors' report shall be sent, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; and the required number of copies of these documents shall be forwarded at the same time to the appropriate section of The Stock Exchanges.

(g) Auditors shall be appointed and removed and their duties regulated in accordance with the Acts.

Part XXII - Capitalisation of Profits or Reserves

122. Capitalisation of profits and reserves

Without prejudice to any powers conferred on the Directors by these Articles and under the Acts, the Company in general meeting may subject to the Acts, resolve, upon the recommendation of the Directors, that any sum for the time being standing to the credit of any of the Company's reserves (including any capital redemption reserve fund or capital conversion reserve fund or revaluation reserve fund or share premium account) or to the credit of the profit and loss account be capitalised and applied on behalf of the Members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions or, on behalf of such of the Members and in such other proportions as the Company in general meeting may resolve, upon the recommendation of the Directors, in each case, either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Members in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which any sum standing to the credit of any of the foregoing reserves shall be applied shall be those permitted by the Acts.

123. Capitalisation and use of non-distributable profits and reserves

Without prejudice to any powers conferred on the Directors as aforesaid, the Company in general meeting may resolve, on the recommendation of the Directors, that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts (including any capital redemption reserve fund or capital conversion reserve fund or revaluation reserve fund or share premium account) or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those Members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend and in the same proportions or, to such of the Members and in such other proportions as the Company in general meeting may resolve, upon the recommendation of the Directors, and the Directors shall give effect to such resolution.

124. Implementation of capitalisation issues

Whenever such a resolution is passed in pursuance of either of the two immediately preceding Articles

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the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the Members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such Members.

Part XXIII - Notices

125. Notices in writing

Any notice to be given, served or delivered pursuant to these Articles shall be in writing.

126. Service of notices

(a) A notice or document (including a share certificate) to be given, served or delivered in pursuance of these Articles or otherwise may be given to, served on or delivered to any Member by the Company or any agent/the registrar acting on its behalf:

(i) by handing same to him or his authorised agent;
(ii) by leaving the same at his registered address;
(iii) by sending the same by the ordinary post in a pre-paid cover addressed to him at his registered address; or
(iv) by delivering or making the same available in electronic form, whether as an electronic communication or otherwise subject to and in accordance with the provisions of these Articles.; or
(v) by sending the same via (i) the messaging system of a central securities depository or (ii) by email to the nominated representatives or nominated email account(s) of a central securities depository, in such manner as may be approved by the Directors.

(b) Where a notice or document is given, served or delivered pursuant to sub paragraph (a)(i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Member or his authorised agent, or left at his registered address (as the case may be).

(c) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours following posting. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(d) Where a notice, document or other information is given, served or delivered in electronic form whether as an electronic communication or otherwise pursuant to sub-paragraph (a) (iv) of this Article, it shall be treated as having been given, served or delivered:

(i) if given, served or delivered by electronic mail, at the time it was sent; or

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(ii) where any such notice or document is given, served or delivered by being made available or displayed on a website, when the recipient received or is deemed to have received notice of the fact that the notice, document or other information was available on the website.

(e) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(v) of this Article, the giving, service or delivery thereof shall be deemed to have been effected:

(i) at the time the same was sent to the messaging system of the central securities depository; or

(ii) if sent by email to the nominated representatives or nominated email account(s) of the central securities depository, at the time it was sent.

(f) Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy or liquidator of a Member shall be bound by a notice given as aforesaid if sent to the last registered address of such Member (or if otherwise delivered or made available in accordance with this Article), notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such Member.

(g) Where a Member has elected to receive notices or other documents in electronic form, whether as an electronic communication or otherwise, the Company may notwithstanding such election and without giving advance notice to the Member, provide such notices or documents in accordance with any of the methods allowed for in sub-paragraphs (a) (i), (ii) or (iii) of this Article and such provision shall satisfy the Company's obligations in this regard.

(h) Without prejudice to the provisions of sub-paragraphs (a) (i) and (ii) of this Article, if at any time by reason of:

(i) the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notice sent through the post; or

(ii) the occurrence of any event or thing as a consequence of which the Company is unable effectively to convene a general meeting by means of an electronic communication;

a general meeting may be convened by a notice advertised on the same day in at least one leading national daily newspaper published in the State (and one national daily newspaper published in the United Kingdom) and such notice shall be deemed to have been duly served on or delivered to all Members entitled thereto at noon on the day on which the said advertisement or advertisements shall appear. In any such case the Company shall send confirmatory copies of the notice through the post to those Members whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services and if at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to Members in the State, or any part thereof which was previously affected, has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post or electronic means, whether as an electronic communication or otherwise (as the case may be) to such Members. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.

(i) Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or area other than the

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State and, in the case of sub-paragraph (g) (ii) of this Article, the Company shall not be obliged to carry out any tests or investigations into the causes of or circumstances surrounding the event or thing in question as a consequence of which the Company shall be unable effectively to convene a general meeting by means of an electronic communication other than such tests and investigations as may be used from time to time by the Company or its agents in relation to the use or operation of any systems for electronic communication.

(i) Notwithstanding any other provision of these Articles, Section 218 of the 2014 Act shall not apply to the Company.

127. Notices to members

Any Member whose registered address is not within the State, the United Kingdom, the Channel Islands or the Isle of Man and who gives to the Company an address within any of the above territories at which notices may be served upon him shall be entitled to have notices served upon him at that address but unless he does so shall not be entitled to receive any notice from the Company.

128. Service on joint Holders

A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

129. Service on transfer or transmission of shares

(a) Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 67 unless, under the provisions of Article 67 (b), it is a notice which continues to have effect notwithstanding the registration of a transfer of the shares to which it relates.

(b) Without prejudice to the provisions of these Articles allowing a meeting to be convened by newspaper advertisement a notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

130. Signature to notices

The signature to any notice to be given by the Company may be in writing or printed.

131. Deemed receipt of notices

A Member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

132. Use of Electronic Communication

(a) 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 or otherwise to give or receive information in writing such information may be given or received in electronic form, whether as an electronic communication or otherwise in such manner or form and subject to such terms,

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conditions or restrictions as the Directors may, subject to the Acts, determine or approve from time to time in their absolute discretion.

(b) Subject to the Acts, the Company and its Directors, Secretary or officers shall not be compelled to receive or to send electronic communications or information in electronic form under these Articles or otherwise until such time as the Directors shall have advised (pursuant to any terms and conditions of electronic communication or otherwise) the recipient or giver (as the case may be) in writing of the manner, form and restrictions (if any) by which such information may be sent or received.

Part XXIV - Winding up

133. Distribution on winding up

If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

134. Distribution in specie

If the Company is wound up, the liquidator, with the sanction of a special resolution of the Company and any other sanction required by the Acts, may divide among the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and, for such purpose, may value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator, with the like sanction, may subject to the Acts vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as, with the like sanction, he determines, but so that no Member shall be compelled to accept any assets upon which there is a liability.

Part XXV - Miscellaneous

135. Minutes of meetings

The Directors shall cause minutes to be made of the following matters, namely:-

(a) of all appointments of officers and committees made by the Directors and of their salary or remuneration;

(b) of the names of Directors present at every meeting of the Directors and of the names of any Directors and of all other Members thereof present at every meeting of any committee appointed by the Directors; and

(c) of all resolutions and proceedings of all meetings of the Company and of the Holders of any class of shares in the Company and of the Directors and of committees appointed by the Directors.

Any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minute without any further proof.

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136. Inspection and secrecy

The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members, not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting. No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in the interests of the Members of the Company to communicate to the public.

137. Secrecy

Every Officer of the Company or other person employed in the business of the Company shall, when required by the Directors before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals, and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties, except when required to do so by the Directors or by any general meeting or by a court of law or by the person to whom such matters relate, and except so far as may be necessary in order to comply with any of the provisions of these Articles.

138. Destruction of records

The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation. It shall be presumed conclusively in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

(a) the provision aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

(b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and

139. Untraced shareholders

The Company may sell any shares in the Company on behalf of a Holder, or person entitled by transmission to, the shares, if:-

(a) the shares have been in issue throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period;

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(b) no cash dividend payable on the shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the crediting of any account which the Holder has with the Company, whether in the sole name of such Holder or jointly with another person or persons, or by the transfer of funds to a bank account designated by the Holder of, or person entitled by transmission to, the shares at any time during the relevant period;

(c) the Company has not at any time during the relevant period received, so far as the Company at the end of the relevant period is then aware, any communication from the Holder of, or person entitled by transmission to, the shares;

(d) the Company has caused advertisements giving notice of its intention to sell the shares to be published in a leading daily newspaper with a national circulation in the State and another in a newspaper circulating in the area of the address shown in the register of the Holder of, or person entitled by transmission to, the untraced shares, and (in either such case) a period of three months has elapsed from the date of publication of the advertisement; and

(e) the Company has given notice to the relevant department of The Stock Exchanges of its intention to make the sale.

For the purposes of this Article:

"the qualifying period" means the period of twelve years immediately preceding the date of publication of the relevant advertisements referred to in sub-paragraph (d) above;

"the relevant period" means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (a) to (e) above have been satisfied.

For the purposes of sub-paragraph (c) above, a statutory declaration that the declarant is a director of the Company or the secretary and that the Company was not aware at the end of the relevant period of having at any time during the relevant period received any communication from the Holder of, or person entitled by transmission to, the shares shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the shares.

If, after the publication of the advertisement referred to in sub-paragraph (d) above but before the Company has become entitled to sell the shares pursuant to this Article, the requirements of sub-paragraph (b) or (c) above cease to be satisfied, the Company may nevertheless sell those shares after the requirements of sub-paragraphs (a) to (e) above have been satisfied afresh in relation to them.

If during any relevant period further shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub-paragraphs (b) to (e) above have been satisfied in regard to the further shares, the Company may also sell the further shares.

The manner, timing and terms of any sale of shares pursuant to this Article (including but not limited to the price or prices at which the same is made) shall be such as the Board determines, based upon advice from such bankers, brokers or other persons as the Board considers appropriate which are consulted by it for the purposes, to be reasonably practicable having regard to all the circumstances including the number of shares to be disposed of and the requirement that the disposal be made without delay; and the Board shall not be liable to any person for any of the consequences of reliance on such advice.

To give effect to any sale of shares pursuant to this Article the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the register notwithstanding the absence of any share certificate being lodged in respect thereof and may issue a new certificate to the transferee and an instrument of transfer executed by that person shall be as effective as if it had been executed by the Holder of, or person entitled by

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transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

The Company shall account to the Holder or other person entitled to such shares for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Holder or other person. Moneys carried to such separate account may be either employed in the business of the Company or invested in such investments as the Directors may think fit, from time to time.

140. Indemnity

(a) Subject to the provisions of and so far as may be permitted by the Acts, every Director, Chief Executive, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses, and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any proceedings or any application under the Acts or under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

(b) Without prejudice to the generality of the foregoing, the Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company or any other person for failing to treat any share as a Relevant Share or a Restricted Share in accordance with the provisions of Article 4 and/or Article 67 and neither shall any of the Directors be liable to the Company or any other person if, having acted reasonably and in good faith, they determined erroneously that any share is a Relevant Share or a Restricted Share or, on the basis of such determination or resolution of the Directors they perform or exercise (or purport to perform or exercise) any of their duties, powers, rights or discretions under Article 4 and/or Article 67 in relation to such share.

(c) To the extent permitted by law, the Directors may arrange insurance cover at the cost of the Company in respect of any liability, loss or expenditure incurred by any Director, officer or the Auditors in relation to anything done or alleged to have been done or omitted to be done by him or them as Director, officer or Auditors.

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Form of Proxy

permanent tsb
GROUP HOLDINGS PLC

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 7 overleaf) as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held on 12 February 2021 at 11.00 a.m. at 56 – 59, St Stephens Green, Dublin 2, D02 H489, Ireland 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 1-2 are proposed as special resolutions.

Resolutions 3 is proposed as an ordinary resolution.

Approval for Company to give consent to migration of the Migrating Shares to Euroclear Bank's central securities depository.

For	Against	Discretion	Withheld
☐	☐	☐	☐

Approval to the proposed changes associated with migration in the Company's Articles of Association.

For	Against	Discretion	Withheld
☐	☐	☐	☐

Approval for the Company to take all other actions to implement migration including the appointment of attorneys or agents.

For	Against	Discretion	Withheld
☐	☐	☐	☐

Signed

Only one joint holder to sign. (See notes 4 and 5 overleaf)

Notes

Notwithstanding note 2, the Company will take all appropriate safety measures as the Directors may in their absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the Meeting to ensure the safety of any attendees and others involved with it and comply with applicable requirements. Such measures may include, without limitation, the restriction of the number of attendees, and health and/or compliance related checks and requirements.
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 Registrars Limited on +353 1 5530050.
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 Registrars Limited, P.O. Box 1110, Maynooth, Kildare or by hand (during normal business hours) to Link Registrars Limited, Level 2, Block C, Maynooth Business Campus, Maynooth, Kildare, W23 F854, 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.
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 fax 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.permanentsbgroup.ie or via the shareholder portal on the Link Registrars Limited, 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.

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 4(ii) and 3(iii) above.
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.
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". If you intend to appoint a proxy other than the chair of the Meeting, we would ask that, as a contingency measure, you would additionally appoint the chair of the Meeting as an alternative in the event the initially intended proxy is unable to attend for any reason (and does not appoint a substitute).
A proxy shall be entitled, with your prior consent, to nominate and appoint a substitute (Substitute Proxy) for him or her for any of the purposes contemplated by this Form of Proxy with liberty to revoke any such appointment at his or her discretion. A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of this Form of Proxy. A Substitute Proxy shall be bound, and act in all respects, as a proxy is and would in accordance with the terms of this Form of Proxy and, on appointment of a Substitute Proxy, all references to 'proxy' herein shall be construed as references to 'Substitute Proxy'.
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.
On any other business or matters which may properly come before the Meeting or any adjourned Meeting and whether procedural, administrative 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.
Only those members registered in the register of members of the Company at 7.00 pm on 10 February 2021, 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.

AI assistant

Permanent TSB Group Holding — Proxy Solicitation & Information Statement 2021

1971_rns_2021-04-09_de9e0614-2dda-405e-aac7-5b238756c89c.pdf

PERMANENT TSB GROUP HOLDINGS PLC

NOTICE OF EXTRAORDINARY GENERAL MEETING

Important Note

TABLE OF CONTENTS

Context

Executive summary

What you need to do in relation to the EGM

SUMMARY GLOSSARY OF KEY TERMS

What is Migration?

What is CREST or EUI?

What is Euroclear Bank?

What is a CDI?

What is a Belgian Law Right?

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

EGM timetable

Indicative timetable for key migration steps

Notes:

Brexit – impact on current settlement system

Effecting Migration – shareholder approvals required

Consequences of non-participation in Migration

Impact of Migration on the ongoing business of the Company

RESOLUTIONS PROPOSED FOR CONSIDERATION AT THE EGM

Resolution 2 – Approval and Adoption of New Articles of Association of the Company

Resolution 3 - to give effect to aspects of the Migration

3 OTHER INFORMATION

PUBLIC HEALTH GUIDELINES AND THE EGM

5 ACTION TO BE TAKEN

6 MATTERS WHICH REMAIN TO BE CLARIFIED

PART 1B

SUMMARY OF CERTAIN KEY ASPECTS OF THE MIGRATION

1 AN EXPLANATION OF HOW MIGRATION WILL AFFECT THE RIGHTS OF MEMBERS AND THE FORM OF SHAREHOLDINGS IN THE COMPANY

Background and context

Migration - process

Range of rights and services available through the Euroclear System

Effect of Migration - Holders of certificated Shares (i.e. shareholders with paper share certificates)

Effect of Migration - Holders of Participating Securities (i.e. holders of uncertificated shares)

Common corporate actions

Stock Lending

Holding an interest in Participating Securities indirectly in the form of CDIs

FURTHER BACKGROUND RELATING TO MIGRATION

5 REGULATORY MATTERS IMPACTING ON CERTAIN COMPANY LAW PROVISIONS

PART 2

QUESTIONS AND ANSWERS IN RELATION TO MIGRATION

1 WHY IS MIGRATION BEING PROPOSED?

2 WHAT HAPPENS IF MIGRATION IS NOT APPROVED AT THE EGM?

WHAT DO I NEED TO DO IN RELATION TO MIGRATION?

IF THE RESOLUTIONS ARE APPROVED, WHEN WILL MIGRATION OCCUR?

WILL MIGRATION AFFECT THE BUSINESS OR OPERATIONS OF THE COMPANY?

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM AND WISH TO CONTINUE TO DO SO. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM BUT I WOULD LIKE TO HOLD THEM IN UNCERTIFICATED FORM IN CREST (THROUGH CDI) WITH EFFECT FROM MIGRATION. WHAT ACTION SHOULD I TAKE AND WHAT IS THE LATEST DATE FOR ANY SUCH ACTION?

I HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM BUT I WOULD LIKE TO HOLD THEM IN EUROCLEAR BANK AS SOON AS POSSIBLE FOLLOWING MIGRATION. WHAT ACTION SHOULD I TAKE?

13 IF I CONTINUE TO HOLD MY SHARES IN CERTIFICATED (I.E. PAPER) FORM FOLLOWING MIGRATION, WHAT IMPACT WILL MIGRATION HAVE IN RELATION TO MY SHAREHOLDING?

14 IF I HOLD MY SHARES AS AN EB PARTICIPANT OR THROUGH AN EB PARTICIPANT FOLLOWING MIGRATION, WHAT IMPACT WILL MIGRATION HAVE IN RELATION TO MY SHAREHOLDING?

15 WHAT IS A CDI AND WHY IS IT RELEVANT IN RELATION TO MIGRATION?

16 IF I HOLD MY SHARES THROUGH A CDI FOLLOWING MIGRATION, WHAT IS THE IMPACT OF THIS TYPE OF HOLDING?

17 WHAT ARE THE TAXATION IMPLICATIONS OF MIGRATION?

Withdrawal of Participating Securities from the Euroclear System to become a registered holder (certificated)

Withdrawal of Participating Securities from CREST to become a registered holder (certificated)

3 OPTIONS FOR SHAREHOLDERS WHO DO NOT WISH THEIR SHARES TO BE SUBJECT TO MIGRATION

COMPARISON OF THE EUROCLEAR BANK AND EUI SERVICE OFFERINGS

1 SUMMARY

2 VOTING

DIVIDEND AND CORPORATE ACTIONS

PART 5

OVERVIEW OF BELGIAN LAW RIGHTS

1 LEGAL FRAMEWORK

2 SCOPE OF ROYAL DECREE NO. 62

3 FUNGIBILITY

4 RIGHTS ATTACHING TO THE SECURITIES

5 NATURE OF THE CO-OWNERSHIP RIGHT

6 ABSENCE OF PROPRIETARY RIGHT OF EUROCLEAR BANK

7 INSOLVENCY OF EUROCLEAR BANK

8 SECURITIES HELD ON BEHALF OF EB PARTICIPANTS ARE NOT PART OF BANKRUPTCY ESTATE

9 RECOVERY OF SECURITIES

10 RECOVERY PROCEDURE

11 ATTACHMENT PROHIBITED

12 STATUTORY LIENS, OTHER RIGHTS AND PLEDGE

Permanent TSB Group Holding Proxy Solicitation & Information Statement 2021