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Permanent TSB Group Holding — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
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Proxy Solicitation & Information Statement
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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the 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. If you sell or have sold or otherwise transferred all of your Permanent TSB Group Holdings p.l.c. shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee or the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.
Permanent TSB Group Holdings plc
ptsb
Notice of Annual General Meeting
The 2025 Annual Report is available to view online at:
www.permanenttsbgroup.ie
Notice of the Annual General Meeting of Permanent TSB Group Holdings p.l.c. to be held at PTSB Head Office, 56-59 St Stephen's Green, Dublin 2, D02 H489 on Friday 8 May 2026 at 10.00am (Irish Time) is set out in this document, accompanied by a Form of Proxy for use in connection with the resolutions at the meeting. To be valid, the Form of Proxy must be returned so as to be received by the Company's Registrar, MUFG Corporate Markets (PTSBGH), P.O. Box 7117, Dublin 2, Ireland not later than 10.00am (Irish Time) on Wednesday 6 May 2026 in the manner set out in the notes attached to this notice. However, please note that persons holding shares through the Euroclear or CREST (via CDI) systems must also comply with any additional voting instructions and deadlines imposed by those systems. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
LETTER FROM THE CHAIRPERSON
Permanent TSB Group Holdings p.l.c.
(Incorporated in Ireland under the Companies Act 2014 with registered number 474438)
Registered Office:
56/59 St. Stephen's Green
Dublin 2
D02 H489
Directors:
Julie O'Neill (Chairperson)
Eamonn Crowley (Chief Executive Officer)
Barry D'Arcy (Chief Financial Officer)
Richard Gildea (Senior Independent Non-Executive Director)
Anne Bradley (Independent Non-Executive Director)
Marian Corcoran (Non-Executive Director)
Paul Doddrell (Non-Executive Director)
Celine Fitzgerald (Independent Non-Executive Director)
Catherine Moroney (Independent Non-Executive Director)
Hugh O'Donnell (Independent Non-Executive Director)
Ruth Wandhöfer (Independent Non-Executive Director)
Company Secretary:
Conor Ryan
2 April 2026
Dear Shareholder,
I am writing to convene this year's Annual General Meeting (the AGM) of Permanent TSB Group Holdings p.l.c. (the Company) to be held at 10.00am on Friday 8 May 2026 at PTSB Head Office, 56-59 St Stephen's Green, Dublin 2, D02 H489.
The AGM is a worthwhile opportunity for Shareholders to meet and engage directly with the directors and senior management of the Company and Shareholders are welcome to attend and vote at the AGM in person.
If you are not able to come to the meeting in person and have questions you would like to raise and/or might otherwise have raised in person at the AGM, please submit those questions in writing by email together with evidence of your shareholding to [email protected] by no later than 5.00pm on Thursday, 7 May 2026 or by sending a letter and evidence of your shareholding to be received at least four (4) business days prior to the AGM by post to the Company Secretary at the Company's registered office.
Furthermore, if you cannot attend the AGM, you can still vote and I would urge all Shareholders, regardless of the number of shares owned, to complete, sign and return their Proxy Form as soon as possible but, in any event, so as to reach MUFG Corporate Markets by 10.00am on Wednesday 6 May 2026. Alternatively, Shareholders may register their proxy appointment and voting instructions electronically via the internet, details of which are provided in the notes section at the end of this document. Please note that persons holding shares through the Euroclear or
CREST (via CDI) systems must also comply with any additional voting instructions and deadlines imposed by those systems and are advised to consult with their stockbroker or other intermediary at the earliest possible opportunity.
Note: Unless the context otherwise requires, references to information provided as at “6.00pm on 1 April 2026” are to that time being the latest practicable time and date for that information prior to the issue of this letter.
Proposed Resolutions
Resolution 1: Financial Statements, Annual Report, and affairs of the Company
Resolution 1 is asking members to receive and consider the Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2025 and a review of the affairs of the Company. Resolution 1 is an advisory resolution and is not binding on the Company.
Resolution 2: Declaration of Final Dividend
Resolution 2 proposes to declare a final dividend of €0.01835 per ordinary share in the capital of the Company for the year ended 31 December 2025 payable to holders of ordinary shares on the Company's register of members at 5.00pm (Irish time) on 10 April 2026. If approved, the final dividend will be paid to such holders on 19 May 2026.
Resolution 3: Directors' Report on Remuneration
Resolution 3 is asking members to receive and consider the Directors' Report on Remuneration as set out on pages 121 to 125 of the 2025 Annual Report. Resolution 3 is an advisory resolution and is not binding on the Company.
Resolution 4: Directors' Remuneration Policy
The EU Shareholder Rights Directive (the ‘Directive’) requires listed companies to establish a remuneration policy applicable to the Board of Directors and furthermore requires that it is presented to Shareholders to be voted upon every four years and otherwise when a material change to the policy is proposed. The Directors’ Remuneration Policy was last considered by Shareholders at the 2024 AGM. Executive Directors’ service contracts are reviewed by the Remuneration Committee and approved by the Board. Executive Directors’ contracts currently provide for a 6-month notice-period for all appointments made after 2020. The policy is now being updated to facilitate the harmonisation of notice periods to 11.5 months for Executive Directors. The Board believes this notice period is important to ensure ongoing stability at the executive level for maintaining strategic continuity and facilitating effective succession planning, particularly considering the requirements for effective transition and handover arrangements required under the Irish Senior Executive Accountability Regime. Details of the updated Directors’ Remuneration Policy are set out on pages 118 to 120 of the 2025 Annual Report.
Resolution 5: Appointment of Directors
Resolution 5 deals with the re-appointment of Directors. Each of the current Directors will retire from office at the AGM and will offer themselves for re-appointment. The names of the Directors together with a detailed description of the knowledge, experience and skills that each of the Directors brings to the Board are set out on pages 73 to 77 of the 2025 Annual Report.
The re-appointment of each Director will be considered as a separate ordinary resolution. The Board regularly reviews the performance of Directors and is satisfied that all of the Directors proposed for re-appointment have performed effectively and have demonstrated commitment to their respective roles. Details of the process used to evaluate the effectiveness of the Board and of individual Directors are set out on pages 86 to 89 of the 2025 Annual Report.
Resolution 6: Remuneration of the Auditors
Resolution 6 authorises the Directors to determine the remuneration of the Company's Auditors.
Resolution 7: Board authority to allot shares
Resolution 7 seeks to renew the authority of the Directors to allot shares. The UK Investment Association generally supports resolutions seeking authority to allot up to 66.66% of a company's issued share capital (excluding treasury shares) of which any allotment in excess of 33.33% of the issued share capital (excluding treasury shares) is applied to allot shares pursuant to a pre-emptive offer.
Accordingly, Resolution 7 proposes to authorise the Directors to allot shares up to an aggregate nominal value of €181,647,225 (representing approximately 66.66% of the issued ordinary share capital of the Company (excluding treasury shares)) as at 6.00pm on 1 April 2026 of which any allotment in excess of €90,823,613 (representing 33.33% of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 1 April 2026 may be applied to allot shares pursuant to a pre-emptive offer.
If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed. This resolution is a common one at annual general meetings of companies listed on the main markets of Euronext Dublin and/or the London Stock Exchange and is in line with institutional shareholder guidance.
Resolutions 8 and 9: Disapplication of statutory pre-emption rights in certain circumstances
The Companies Act 2014 sets out pre-emption rights for members where new equity securities (essentially ordinary shares in the case of the Company) are to be allotted for cash. The Companies Act 2014 also provides for these pre-emption rights to be modified or disapplied. The London based Pre-Emption Group has issued guidelines for such modifications or disapplications. These guidelines were revised in March 2015, further updated in May 2016 and more recently revised in November 2022. In the November 2022 version of the guidelines, the guideline threshold for the annual disapplication of pre-emption rights authorities was increased from 10% to 20% of a company's issued share capital, with some additional flexibility for follow-on offers of up to a maximum of an additional 4% of a company's issued share capital in specified circumstances. However, Resolutions 8 and 9 seek authority for the disapplication of pre-emption rights only up to a maximum of 10% of the Company's issued share capital consistent with the 2015 and 2016 guideline thresholds. The Board will keep this under review in future years.
Accordingly Resolution 8 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in certain circumstances being: (a) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (b) for allotments (other than by way of pre-emptive offers) up to an aggregate nominal value of €13,624,904 which represents approximately 5% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 6.00pm on 1 April 2026.
Furthermore, Resolution 9 is asking members to authorise the Directors to dis-apply the strict statutory pre-emption provisions in additional circumstances, being for allotments (other than by way of pre-emptive offers) up to an additional aggregate nominal value of €13,624,904 which represents approximately a further 5% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 6.00pm on 1 April 2026. In accordance with the Pre-Emption Principles, the Board confirms in relation to Resolution 9 that it intends that any use of the authority in excess of 5% of the Company's issued ordinary share capital would be only in connection with an acquisition or specified capital investment within the meaning of the Pre-Emption Principles. For this purpose and reflecting the Pre-Emption Principles, an acquisition or specified capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
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If adopted, these authorities will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed. These resolutions are common at annual general meetings of companies listed on the main markets of Euronext Dublin and/or the London Stock Exchange and are in line with institutional shareholder guidance and in particular with the Pre-Emption Principles.
Resolution 10: Authority to make market purchases
Resolution 10 is asking members to give the Company (and its subsidiaries) the authority to make market purchases and overseas market purchases provided that the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the issued ordinary share capital in the Company (excluding treasury shares) as at the date of the passing of this Resolution 10. If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.
While the Directors do not have any current intention to exercise this power, this authority and flexibility is being sought as it is common practice for companies listed on the main markets of Euronext Dublin and/or the London Stock Exchange. Furthermore, such purchases would be subject to regulatory approval and made only at price levels which the Directors considered to be in the best interests of the members generally, after taking into account the Company's overall financial position.
In addition, the authority being sought from members will provide that the minimum price (excluding expenses) which may be paid for such shares shall be an amount not less than the nominal value of the shares and the maximum price will be:
(a) 5% above the higher of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and London, respectively, as the case may be) preceding the day the purchase is made (the Market Purchase Appropriate Price), or if on any such business day there shall be no dealing of ordinary shares on the trading venue where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; or, if lower,
(b) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the conditions applicable to buy-backs and stabilisation (being the value of such an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade; and (ii) the highest current independent purchase bid for any number of such ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this Resolution will be carried out).
Resolution 11: Authority to re-allot treasury shares
Resolution 11 is asking members to give the Company the authority to re-allot treasury shares pursuant to Section 1078 of the Companies Act 2014 and the re-allotment price range at which treasury shares may be re-allotted is as follows:
(a) the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price; and
(b) the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be re-allotted at a price lower than its nominal value).
If adopted, this authority will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier), unless previously varied, revoked or renewed. For the purpose of this resolution, “Treasury Share Appropriate Price” means the lower of the average of the closing prices of the Company’s ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company’s ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable.
Resolution 12: Authority to convene certain general meetings on 14 days’ notice
Resolution 12 proposes to authorise the Company to convene on 14 clear days’ notice, an extraordinary general meeting of the Company solely to consider one or more ordinary resolutions and not a special resolution. The Company’s Constitution permits the Company to convene a general meeting of Shareholders (except an annual general meeting or a meeting to consider a special resolution) on 14 clear days’ notice. Section 1102 of the Companies Act 2014 statutorily sets this notice period at 21 clear days unless members on an annual basis pass a special resolution to preserve, where appropriate, that shorter notice period contained in the Company’s Constitution. The Directors consider that it is in the interests of the Company to retain that flexibility. If this resolution is passed, the Directors will only use the authority where it is merited by the purpose of the meeting and the authority will be effective until the Company’s next annual general meeting. This resolution is proposed as a special resolution.
Recommendation
The Board of Directors is satisfied that each of the resolutions set out in the Notice of AGM are in the best interests of the Company and its members as a whole. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of these resolutions to be proposed at the AGM.
Yours faithfully
Julie O’Neill
Chairperson
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NOTICE OF THE ANNUAL GENERAL MEETING OF
PERMANENT TSB GROUP HOLDINGS p.l.c. (the Company)
NOTICE is hereby given that the Annual General Meeting of the Company (the AGM) will be held at PTSB Head Office, 56-59 St Stephen's Green, Dublin 2, D02 H489, Ireland, on Friday 8 May 2026 at 10.00am for the following purposes:
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
- To receive and consider the Financial Statements for the year ended 31 December 2025 together with the Reports of the Directors and Auditors thereon and a review of the affairs of the Company.
- To declare a final dividend of €0.01835 per ordinary share for the year ended 31 December 2025.
- To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2025.
- To receive and consider the Directors' Remuneration Policy for the period 8 May 2026 to the date of the Company's annual general meeting in 2029.
- By separate ordinary resolutions, to reappoint the following Directors:
a) Julie O'Neill
e) Anne Bradley
i) Catherine Moroney
b) Eamonn Crowley
f) Marian Corcoran
j) Hugh O'Donnell
c) Barry D'Arcy
g) Paul Doddrell
k) Ruth Wandhöfer
d) Richard Gildea
h) Celine Fitzgerald
- To authorise the Directors to determine the remuneration of the Auditors.
- The Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):
(a) without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 7, up to an aggregate nominal amount of €90,823,613 representing approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 1 April 2026; and
(b) without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 7, up to an aggregate nominal value of €90,823,613 representing a further approximately 33.33% of the aggregate nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 1 April 2026 provided that any equity securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 7(b) are offered by way of one or more pre-emptive offers open for a period or periods fixed by the Directors to or in favour collectively of the holders of equity securities on the register of members and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any share option scheme or share incentive plan of the Company then in force) at such record date or dates as the Directors may determine and where the equity securities respectively attributable to the interests of such holders are proportional in nominal value (as near as may be reasonable) to the respective number of equity securities held by them on such record date or dates, and subject
generally to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory.
The authority hereby conferred shall commence at the time of the passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date; provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.
To consider and, if thought fit, to pass the following resolutions as special resolutions:
8 Subject to and conditional upon Resolution 7 of the Notice of AGM being passed, and without prejudice to or limitation of any power and authority granted under Resolution 9, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 7 of this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers and/or enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and such power being limited to:
(a) the allotment of equity securities in connection with any one or more offer of securities, open for a period or periods fixed by the Directors, by way of rights issue, open offer, other invitation and/or otherwise to or in favour collectively of the holders of ordinary shares and/or any persons having a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option schemes or share incentive plans then in force) at such record date or dates as the Directors may determine where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may reasonably be) to the respective number of ordinary shares held by them, and subject thereto the allotment in any case by way of placing or otherwise of any securities not taken up in such issue or offer to such persons as the Directors may determine; and generally subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems, requirements or restrictions under or arising as a consequence of the laws (including implementation thereof) of, or the requirements of any regulatory body or stock exchange in, any territory; and/or
(b) the allotment of equity securities up to a maximum aggregate nominal value of €13,624,904 which represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 1 April 2026.
9 Subject to and conditional upon Resolution 7 of the Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under Resolution 8 of the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors be and are hereby empowered to allot equity securities (within the meaning of Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 7 of this
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Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power to be effective from the time of passing of this Resolution and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier) unless and to the extent that such power is renewed, revoked, or extended prior to such date but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired; and:
(a) such power shall be limited to the allotment of equity securities up to a maximum aggregate nominal value of €13,624,904 which represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 1 April 2026, and
(b) the net proceeds of any such allotment are to be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre-Emption Rights and in effect and as applied prior to the date of the Notice of AGM.
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That pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases and overseas market purchases (in each case as defined by Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may, in their discretion, determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:
(a) the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the ordinary share capital in issue in the Company (excluding treasury shares) as at 6.00pm on the day on which this Resolution is passed;
(b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof; and
(c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be:
(i) 5% above the higher of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and London, respectively, as the case may be) preceding the day the purchase is made (the Market Purchase Appropriate Price), or if on any such business day there shall be no dealing of ordinary shares on the trading venue where the purchase is carried out or a closing price is not otherwise available, the Market Purchase Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable; or, if lower,
(ii) the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 relating to regulatory technical standards for the conditions applicable to buy-backs programmes and stabilisation measures (being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade, and (ii) the highest current independent purchase bid for, any number of ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this resolution will be carried out);
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(d) such authority shall expire at the conclusion of the next annual general meeting of the Company after the date of passing this Resolution or at midnight on the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014; and
(e) the Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
11 That for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:
(a) the maximum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the Treasury Share Appropriate Price; and
(b) the minimum price (excluding expenses) at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined in the Listing Rules issued by Euronext Dublin) operated by the Company, or in all other cases shall be an amount equal to 95% of the Treasury Share Appropriate Price (provided always that no treasury share shall be allotted at a price lower than its nominal value); and
(c) for the purposes of sub-paragraphs (a) and (b), the expression "Treasury Share Appropriate Price" shall mean the lower of the average of the closing prices of the Company's ordinary shares taken from the main market of Euronext Dublin and the average of the closing prices of the Company's ordinary shares taken from the main market of the London Stock Exchange in each case for the five business days (in Dublin and in London, respectively, as the case may be) prior to the day the re-allotment is made, or if on any business day there shall be no dealing of ordinary shares on the trading venue or a closing price is not otherwise available, the Treasury Share Appropriate Price shall be determined by such other method as the Directors shall determine, in their sole discretion, to be fair and reasonable.
The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution, whichever is the earlier, unless previously varied, revoked or renewed by special resolution. The Company may before such expiry make a contract for the re-allotment of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-issue or re-allotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired.
12 That, subject to and in accordance with Section 1102 of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to call a general meeting, other than an annual general meeting or a meeting for the passing of a special resolution, on not less than 14 clear days' notice (as defined in the Constitution of the Company). The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the date of the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting.
By order of the Board
Conor Ryan
Group Secretary
Registered Office: 56-59 St Stephen's Green, Dublin 2, D02 H489, Ireland
2 April 2026
ANNUAL GENERAL MEETING INFORMATION
The following information is provided to members in accordance with Section 1103 of the Companies Act 2014.
PARTICIPATION AT THE MEETING
- The AGM will be held on Friday, 8 May 2026 at 10.00am at the PTSB Head Office, 56-59 St Stephen's Green, Dublin 2, D02 H489, Ireland. Notwithstanding any other matter referred to in these notes, the Company shall 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 AGM 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 or compliance related checks and requirements.
ENTITLEMENT TO ATTEND AND VOTE
- Only those members registered on the register of members of the Company at 6.00pm on Monday, 4 May 2026 or if the AGM is adjourned for 14 days or more, at 6.00pm on the day immediately preceding the date that falls 72 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.
APPOINTMENT OF PROXIES
- A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak, ask questions, vote and demand or join a demand for a poll on his or her or its behalf at the AGM or any adjourned AGM. The process for appointing a proxy is set out in further detail below. A member may appoint more than one proxy to attend, speak, ask questions, vote and demand or join a demand for a poll at the AGM or any adjourned AGM 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, vote, demand and join in a demand for a poll on the member's behalf at the AGM or at any adjournment of such AGM. 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, MUFG Corporate Markets Limited on +353 1 5530050. The return of a Proxy Form will not preclude any member from attending the AGM, speaking, asking questions and voting in person should he/she wish to do so.
PROXY VOTING BY BOOK-ENTRY HOLDERS
- Shareholders whose ownership is directly recorded on our register of members (i.e. those shareholders who hold in book-entry form and are directly registered on our register of members), 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 AGM or adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) 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 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 MUFG Corporate Markets Limited website www.signalshares.com; or
(b) by post to MUFG Corporate Markets Limited (PTSBGH), P.O. Box 7117, Dublin 2, Ireland; or
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(c) by hand during normal business hours to MUFG Corporate Markets Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland.
Additionally, MUFG Corporate Markets Limited has launched a shareholder app: Vote+. The app is free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
| Apple App Store | GooglePlay |
|---|---|
5 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 4. In the case of an individual, the Form of Proxy must be signed by the appointor or his or her attorney or submitted electronically in accordance with Note 4. Any original power of attorney or authority under which an individual or corporation executed the Form of Proxy must be submitted with the Form of Proxy in accordance with Note 4.
6 On any other business which may properly come before the AGM, or any adjournment thereof, and whether procedural, administrative or substantive in nature (including without limitation any motion to amend a resolution or adjourn the meeting) not specified in this Notice of AGM, the proxy will act at his/her discretion.
7 If you intend to appoint a proxy other than the Chair of the AGM, we would ask that, as a contingency measure, you would additionally appoint the Chair of the AGM 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. If you are appointing a proxy other than the Chair of the AGM (or any adjournment thereof) or any other officer of the Company, where possible please provide him/her with the Attendance Card attached hereto to facilitate his/her attendance.
8 In addition, 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 the 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 the 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 the Form of Proxy and, on appointment of a Substitute Proxy, all references to 'proxy' herein shall be construed as references to 'Substitute Proxy'.
9 Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear Bank System or as CDIs should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM via the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian directly.
FURTHER INFORMATION FOR EUROCLEAR BANK PARTICIPANTS:
10 Participants in the Euroclear Bank system (EB Participants) can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank SA/NV
(Euroclear Bank) from time to time and entitled 'Euroclear Bank as issuer CSD for Irish corporate securities' (the EB Services Description). In accordance therewith, EB Participants can either send:
(a) electronic voting instructions to Euroclear Nominees Limited (as sole registered shareholder of all ordinary shares held through the Euroclear Bank system) (Euroclear Nominees) to either itself, or by appointing the Chair of the AGM as proxy:
(i) vote in favour of all or a specific resolution(s);
(ii) vote against all or a specific resolution(s);
(iii) abstain from all or a specific resolution(s); or
(iv) give a discretionary vote to the Chair of the AGM in respect of one or more resolution(s) being put to a vote of the Shareholders; or
(b) a proxy voting instruction to appoint a third party (other than Euroclear Nominees / the Chair of the AGM) to attend the meeting and vote for the number of ordinary shares specified in the proxy voting instruction.
11 Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to the Company's proxy appointment deadline. Your attention is drawn to the EB Services Description in this regard.
12 Voting instructions cannot be changed or cancelled after Euroclear Bank's voting instruction deadline. Neither is there a facility to offer a letter of representation or appoint a corporate representative other than via the process of appointing a third party proxy described at Note 10(b) above.
13 EB Participants are strongly encouraged to familiarise themselves with the arrangements with Euroclear Bank, including voting deadlines and procedures.
FURTHER INFORMATION FOR CREST MEMBERS HOLDING CDIs
14 Euroclear UK & International (EUI), the operator of the CREST system has arranged for voting instructions relating to CDIs held in CREST to be received via a third-party service provider, Broadridge Financial Solutions Limited (Broadridge). Further details on this service are set out in the 'All you need know about SRD II in Euroclear UK & International' which can be found at this webpage https://my.euroclear.com/users/en/login.html. Once registered, please see, in particular, the section entitled 'CREST International Service - Proxy voting/1'. CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge.
15 If you hold CDIs you will be required to make use of the Euroclear UK & International proxy voting service facilitated on EUI's behalf by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions as required.
16 To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete the following documentation which can be found at the following web address: https://my.euroclear.com/users/en/login.
17 Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory.
18 Fully completed and returned application forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.
19 The voting service will process and deliver proxy voting instructions received in respect of CDIs on the Broadridge voting deadline date to Euroclear Bank by its cut-off and to agreed market requirements. The same voting options as described above for EB Participants will be available (i.e. electronic votes by means of Chair proxy appointments or appointing a third party proxy). Broadridge's voting instruction submission deadline will accordingly be earlier than the Euroclear Bank voting instruction submission deadline as set out above.
20 Voting instructions cannot be changed or cancelled after Broadridge's voting deadline. Neither is there a facility to offer a letter of representation or appoint a corporate representative other than through the submission of third party proxy appointment instructions.
21 CREST members with holdings of CDIs are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.
PROXY VOTING INSTRUCTION DEADLINES FOR ALL SHAREHOLDERS
22 All proxy voting instructions (whether submitted directly or through the Euroclear Bank system or the CREST system (for those holding CDIs) must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear Bank system or the CREST system will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
VOTING RIGHTS AND TOTAL NUMBER OF ISSUED SHARES
23 The total number of issued ordinary shares on the date of this Notice of AGM is 544,996,176. Each ordinary share carries one vote. On a vote on a show of hands, every ordinary shareholder present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every ordinary shareholder shall have one vote for every ordinary share of which he or she is the holder. All resolutions at the AGM will be determined on a poll. Ordinary resolutions require to be passed by a simple majority of votes cast by those ordinary Shareholders who vote in person or by proxy. Special resolutions require to be passed by a majority of 75% of votes cast by those ordinary Shareholders who vote in person or by proxy.
24 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered 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.
QUESTIONS AT THE AGM
25 While we will have the facility to take some live questions on the day of the AGM, we also invite you to submit, in advance, any questions you would like to have asked at the AGM in writing by email together with evidence of your shareholding to [email protected] no later than 5.00pm on Thursday 7 May 2026 or by sending a letter and evidence of your shareholding at least four (4) business days prior to the AGM by post to the Company Secretary at the Company's registered office.
26 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 AGM unless:
(a) answering the question would interfere unduly with the preparation of the AGM or the confidentiality and business interests of the Company;
(b) the answer has already been given on the Company's website in a question and answer format; or
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(c) it appears to the Chair of the AGM that it is undesirable in the interests of good order of the meeting that the question be answered.
MEMBERS' RIGHT TO TABLE DRAFT RESOLUTIONS AND TO PUT ITEMS ON THE AGENDA OF THE AGM
27 Pursuant to Section 1104 of the Companies Act 2014, a member or a group of members holding 3% of the issued share capital, representing at least 3% of the total voting rights of all members who have a right to vote at the AGM, have a right to put an item on the agenda for the AGM and/or table a draft resolution for inclusion in the agenda of the AGM subject to any contrary provisions in company law which impose other conditions on the right of members to put items on the agenda for or to propose resolutions at the AGM.
Requests:
(a) may be in hard copy form or in electronic form;
(b) must set out in writing details of the item to be included and/or draft resolution in full or, if supporting an item to be included or a draft resolution sent by another member, clearly identify the item to be included and/or the draft resolution which is being supported;
(c) must be authenticated by the person or persons making it (by identifying the member or members meeting the qualification criteria and, if in hard copy, by being signed by the member or members); and
(d) must have been received by the Company no later than 27 March 2026 having regard to the 42 day period specified in Section 1104. For this purpose and in accordance with Section 1104, the date of the AGM was placed on the Company's website on 23 January 2026.
In addition to the above, requests must be made in one of the following ways:
(a) a hard copy request which is signed by the member(s), stating the full name and address of the member(s) and is sent to the Company Secretary at the Company's Registered office; or
(b) a request which states the full name and address of the member(s) and is sent to [email protected].
A requested item or draft resolution must not be such as would be incapable of being passed or otherwise be ineffective or redundant (whether by reason of inconsistency with any enactment or the Company's Constitution, or on account of the substantive nature of other resolutions on the agenda of the AGM, or otherwise). Any requested item or draft resolution must not be defamatory of any person.
28 Subject to the Companies Act, 2014 and any provision of the Company's Constitution, where a resolution is proposed as a special resolution, no amendment to the resolution (other than an amendment to correct a patent error) may be considered at the AGM. Subject to the Companies Act, 2014 and any provision of the Company's Constitution, where a resolution is proposed as 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 forty-eight hours prior to the time appointed for holding the AGM or adjourned meeting at which the ordinary resolution is to be approved, notice in writing of the terms of the amendment and intention to move same has been lodged with the Company Secretary (at the Company's Registered Office), or the Chair in his absolute discretion decides that it may be considered or voted upon.
INFORMATION REGARDING THE AGM
29 Information regarding the AGM, including information required by Section 1103 of the Companies Act, 2014, is available from www.permanenttsbgroup.ie.
30 During the AGM, 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 Chair of the AGM. This prohibition shall not apply to equipment being used by the Company for the purpose of projecting the AGM onto screens during the AGM or to photographs taken by accredited press photographers admitted to the AGM. Please note, such equipment may capture personal data. Such personal data shall be used for the purpose of the AGM 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.
ADDITIONAL INFORMATION
31 The date of publication of the Notice of the AGM, and all notices thereafter, on the Company's website, www.permanenttsbgroup.ie, will be deemed to be the publication date for the purposes of the UK Corporate Governance Code.
32 The ISIN for the Company's ordinary shares is IE00BWB8X525.
33 The unique identified code of the AGM for the purposes of Commission Implementing Regulation (EU) 2018/1212 of September 3 2018 is available at: https://www.permanenttsbgroup.ie/investors/shareholders/shareholder-meetings
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