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Publication of Scheme Document &Expected Timetable

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Scheme Document published for BAWAG's recommended cash offer to acquire PTSBGH at €2.97 per share.

  • Offer price per share €2.97
  • Total equity value €1,618,638,643
Full announcement

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BY

BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AKTIENGESELLSCHAFT

A WHOLLY OWNED SUBSIDIARY OF BAWAG GROUP AG

Announcement relating to the publication and despatch of Scheme Document and Expected Timetable

On 14 April 2026, the board of directors of Permanent TSB Group Holdings plc ("PTSBGH") and the management board of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG PSK"), a wholly owned subsidiary of BAWAG Group AG ("BAWAG"), announced that they had agreed the terms of a recommended acquisition of the entire issued share capital of PTSBGH (the "Acquisition").

Under the terms of the Acquisition, PTSBGH Shareholders will be entitled to receive:

for each PTSBGH Share €2.97 in cash.

The Acquisition values the entire issued share capital of PTSBGH at approximately €1,618,638,643.

Publication of Scheme Document

PTSBGH announces that it has today published a circular relating to the Scheme (the "Scheme Document"), which it has also sent to PTSBGH Shareholders together with the associated Forms of Proxy. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, information required under Section 452 of the Companies Act 2014, an expected timetable of principal events, notices convening the Scheme Meeting and the related extraordinary general meeting (the "EGM"), and details of the action to be taken by PTSBGH Shareholders. The expected timetable of principal events in respect of the Acquisition is attached as an Appendix to this announcement.

Meetings to be held on 30 July 2026 and Action Required

The Scheme requires approval by PTSBGH Shareholders at a scheme meeting (the "Scheme Meeting") which will be held at The Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland on 30 July 2026, commencing at 10.00 a.m. In addition to approval at the Scheme Meeting, implementation of the Scheme also requires various approvals by PTSBGH Shareholders at the EGM of PTSBGH to be held at 10.15 a.m. or, if later, as soon thereafter as the Scheme Meeting, convened for the same date and place, has concluded or has been adjourned.

Once the Scheme becomes Effective it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted in favour or at all at the Scheme Meeting or the EGM (and if they attended and voted, whether or not they voted in favour). Provided the Scheme becomes Effective, Scheme Shareholders will receive their Consideration without having to take further action.

PTSBGH Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme. All PTSBGH Shareholders are urged to exercise their votes in respect of the Scheme Meeting and the EGM.

Expected Timetable of Principal Events

An expected timetable of principal events is set out as an Appendix to this announcement.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. All times shown in this announcement are Irish times unless otherwise stated.

Disclosure requirements of the Irish Takeover Rules

General

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is based on PTSBGH and BAWAG PSK's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to PTSBGH Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on PTSBGH's website at https://www.permanenttsbgroup.ie/investors/fsp.

EventTimeDate
Publication of the Scheme Document15 May 2026
Voting Record Time (1)6:00 p.m.26 July 2026
Latest time for receipt of Forms of Proxy for the Scheme Meeting (YELLOW Form) (2) (3)10:00 a.m.28 July 2026
Latest time for receipt of Forms of Proxy for the Extraordinary General Meeting (PINK Form) (2) (3)10:15 a.m.28 July 2026
Scheme Meeting10:00 a.m.30 July 2026
Extraordinary General Meeting (4)10:15 a.m.30 July 2026

Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in PTSBGH Shares via the Euroclear System, or in PTSBGH CDIs via the CREST system. The relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to PTSBGH's proxy appointment deadline. Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline.

Notes:

1. The Voting Record Time in respect of the Scheme Meeting is 6:00 p.m. on 26 July 2026 or if the Scheme Meeting is adjourned for 14 days or more, 6:00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of PTSBGH Shares registered in a holder's name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members 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.

The Voting Record Time in respect of the EGM is 6:00 p.m. on 26 July 2026 or if the EGM is adjourned for 14 days or more, 6:00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of PTSBGH Shares registered in a holder's name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the Register of Members 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.

  • All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meeting and EGM are recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in the "Expected Timetable of Principal Events" will be applied by relevant service providers.
  • Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in PTSBGH Shares via the Euroclear System, or in PTSBGH CDIs via the CREST system. The relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one hour prior to PTSBGH's proxy appointment deadline. Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline.
  • The EGM will commence at 10:15 a.m., or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.

The following sequence or dates are provided by way of indicative guidance only, are subject to change and will depend, amongst other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the High Court sanctions the Scheme. PTSBGH will give notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available at PTSBGH's website at https://www.permanenttsbgroup.ie/investors/fsp. Further updates or changes to other times or dates indicated below shall, at PTSBGH's discretion, be notified in the same way. Please also see note (5) below.

Scheme Court Hearing (application for the High Court to sanction the Scheme) and issuance of the Court OrderAs soon as practicable after the conditions outlined in paragraphs 3.2 and 3.3 of Part V (Conditions and further terms of the Acquisition and the Scheme), have been satisfied (or waived), which is expected to be during Q4 2026 or Q1 2027 (5)(6)
Expected last day of dealingsThe Business Day immediately prior to the Effective Date
Scheme Record Time6:00 p.m. (Irish time) on the Business Day immediately prior to the Effective Date
Effective Date and Effective Time of the SchemeThe first day of the calendar month immediately following the month in which the Court Order is received (7)
Cancellation of listings of PTSBGH SharesThe first Business Day following the Effective Time of the Scheme
Distribution of Consideration paid under Scheme (despatch of cheques or SEPA payments (in the case of shareholders holding in book-entry form) and electronic transfer to Euroclear Bank (in the case of dematerialised shareholders)) (8)Within 14 days of the Effective Date
End Date (10)31 January 2027, or such later date where extended pursuant to and in accordance with the terms of the Transaction Agreement, in each such instance with the consent of the Panel (if required) and as the High Court may allow (as required)

Notes:

5. These dates are indicative only and will depend on, among other things: (i) the date upon which the Conditions of the Scheme are satisfied or (if capable of waiver) waived; (ii) the date upon which the sanction of the Scheme by the High Court and the delivery of a copy of the Court Order to the Registrar of Companies; and (iii) the requirement that completion of the Acquisition shall take place on the date the Scheme becomes effective in accordance with its terms, which shall be the first day of the calendar month immediately following the month in which the Court Order is received. The Acquisition is currently expected to be declared effective during Q4 2026 or Q1 2027. All times shown in the Scheme Document are Irish times unless otherwise stated.

  • The Consideration payable by BAWAG PSK to Scheme Shareholders pursuant to the Scheme will be paid by BAWAG PSK to the Escrow Agent on the Escrow Amount Payment Date to be held by the Escrow Agent for the benefit and to the order of BAWAG PSK and/or the Scheme Shareholders (as applicable) and released, in each case, on the terms of and subject to the conditions of the Transaction Agreement and the Escrow Agreement, further details of which are set out in paragraph 8 of Part III (Explanatory Statement) of the Scheme Document.
  • PTSBGH Shareholders will be notified of the Effective Date and Effective Time, once known, through an announcement on a Regulatory Information Service, with such announcement being made available at PTSBGH's website at https://www.permanenttsbgroup.ie/investors/fsp and BAWAG's website at https://www.bawaggroup.com/en/investor-relations/ptsb-formal-sale-process. If the Effective Date changes, all related dates under the Scheme timetable will also be adjusted.
  • Each of PTSBGH, BAWAG PSK and BAWAG have assumed certain obligations with respect to the mechanics for completion of the Acquisition, details of which are set out in the Transaction Agreement (see paragraph 8(b) of Part III (Explanatory Statement) of the Scheme Document).
  • Each of PTSBGH, BAWAG PSK and BAWAG have agreed that completion of the Acquisition shall take place on the date the Scheme becomes effective in accordance with its terms, which shall be the first day of the calendar month immediately following the month in which the Court Order is received.
  • This is the latest date by which the Scheme may become effective. However, the End Date may be extended in accordance with the terms of the Transaction Agreement, in each such instance with the consent of the Panel (if required) and as the High Court may allow (as required).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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