Results of Scheme Meeting and EGM
BAWAG PSK's recommended cash offer for Permanent TSB approved by shareholders at scheme meeting and EGM.
- Scheme Meeting Resolution votes in favour 377,489,435 shares (91.28%)
- Scheme Meeting Resolution votes against 36,041,144 shares (8.72%)
- EGM Resolution 2 (Scheme approval) votes in favour 377,295,261 shares (91.45%)
- EGM Resolution 2 (Scheme approval) votes against 35,254,870 shares (8.55%)
- Total scheme shares in issue at voting record time 544,996,176
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RECOMMENDED CASH OFFER
FOR
PERMANENT TSB GROUP HOLDINGS PLC
BY
BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AKTIENGESELLSCHAFT
A WHOLLY-OWNED SUBSIDIARY OF BAWAG GROUP AG
RESULTS OF SCHEME MEETING AND EGM
The boards of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG PSK") and Permanent TSB Group Holdings plc ("PTSBGH") are pleased to announce that at today's Scheme Meeting and Extraordinary General Meeting ("EGM") held in connection with the recommended cash offer by BAWAG PSK, for the entire issued share capital of PTSBGH (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
- the PTSBGH Shareholders voted in favour of the Scheme Meeting Resolution to approve the Scheme at the Scheme Meeting; and
- the PTSBGH Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the Scheme Document dated 15 May 2026 (the "Scheme Document").
The detailed voting results in relation to the Scheme Meeting and EGM are set out below:
Voting Results of the Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares, was satisfied.
| Number of Scheme Shares Voted | % of Scheme Shares Voted | Number of Scheme Shares Voted as a % of Scheme Shares** | |
|---|---|---|---|
| For | 377,489,435 | 91.28% | 69.26% |
| Against | 36,041,144 | 8.72% | 6.61% |
| Total | 413,530,579 | 100% | 75.88% |
| Withheld* | 299 |
** The total number of Scheme Shares in issue at the Voting Record Time was 544,996,176.
Voting Results of the EGM
| Number of PTSBGH Shares Voted | % of PTSBGH Shares Voted | Number of PTSBGH Shares Voted as a % of PTSBGH Shares** | |
|---|---|---|---|
| Resolution 1 - Amendment of Memorandum of Association | |||
| For | 377,311,239 | 91.52% | 69.23% |
| Against | 34,969,912 | 8.48% | 6.42% |
| Total | 412,281,151 | 100% | 75.65% |
| Withheld* | 269,359 | ||
| Resolution 2 - Approval of the Scheme of Arrangement | |||
| For | 377,295,261 | 91.45% | 69.23% |
| Against | 35,254,870 | 8.55% | 6.47% |
| Total | 412,550,131 | 100% | 75.70% |
| Withheld* | 379 | ||
| Resolution 3 - Amendment of Articles of Association | |||
| For | 377,311,057 | 91.52% | 69.23% |
| Against | 34,970,092 | 8.48% | 6.42% |
| Total | 412,281,149 | 100% | 75.65% |
| Withheld* | 269,354 | ||
| Resolution 4 - Adjournment of the EGM | |||
| For | 388,214,217 | 94.16% | 71.23% |
| Against | 24,068,462 | 5.84% | 4.42% |
| Total | 412,282,679 | 100% | 75.65% |
| Withheld* | 267,844 | ||
** The total number of PTSGH Shares in issue at the Voting Record Time was 544,996,176.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Court Hearing.
An application will be made in due course to the High Court for sanction of the Scheme, and it is expected that the application for sanction and related orders will be heard in Q4 2026.
In accordance with Euronext Dublin Listing Rule 6.1.10 and FCA Listing Rule 14.3.6, copies of all resolutions will be submitted to Euronext Dublin and the UK's National Storage Mechanism and will shortly be available for inspection at:
Disclosure requirements of the Irish Takeover Rules
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