Permanent TSB : Notice of AGM and Proxy Voting Form

PART I

LETTER FROM THE CHAIRPERSON

Permanent TSB Group Holdings p.I.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

3 April 2024

Dear Shareholder,

I am writing to convene this year's Annual General Meeting (the AGM) of Permanent TSB Group Holdings p.I.c. (the Company) to be held at 10.00am on Wednesday 15 May 2024 at the Marker Hotel, Grand Canal Square, Dublin Docklands, Dublin, D02 CK38.

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 agm@ptsb.ie by no later than 5.00pm on Tuesday, 14 May 2024 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 Link Registrars Limited by 10.00am on Monday 13 May 2024. 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

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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.

Enabling a possible Odd-Lot Offer

This year, in addition to our usual annual resolutions, we are proposing a series of preparatory resolutions to enable the making of a future Odd-lot Offer, should the Board decide to make one at some point in the next 18 months1 and subject to the Central Bank of Ireland first having approved the Board making any such offer. For clarity however, these resolutions are preparatory in nature, and no Odd-lot Offer is currently being proposed, made or announced.

Should any future Odd-lot Offer be made, its purpose would be to offer Eligible Odd-lot Holders (as defined in Part V of this Circular) an opportunity to sell their Ordinary Shares at a premium to the market price without dealing or other costs.

By way of background, as a result of the Company's demutualisation from being a building society in 1994, the Company has a share register which has an unusually large number of Shareholders with small shareholdings. The Company has a total of approximately 129,000 Shareholders of which over 128,000 (99.5%) are Shareholders who hold in aggregate 100 or fewer Ordinary Shares, representing in aggregate less than 0.12% of the total number of Ordinary Shares in issue.

The rationale for any future Odd-lot Offer would be three-fold:

• the ability of Odd-lot Holders to deal their shares is constrained by disproportionate dealing costs and banking charges;
• based on our experience with mailing annual reports, we also believe that a number of these Odd-lot Holders are inactive: they (or their estates) may not realise that they have a small holding in the Company or may not value that small holding; and
• the Company's recurring costs of administration resulting from the relatively large number of Shareholders are disproportionate to the size of these small shareholdings and affect Shareholders as a whole.

As indicated, the Board also intends to seek the consent of the Central Bank of Ireland to make any Odd-lot Offer pursuant to the condition imposed in respect of the approval of a share repurchase by the Company under Articles 77 and 78 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 and pursuant to the condition imposed on the Company under Regulation 92(2)(i) of the European Union (Capital Requirements) Regulations 2014 ("Regulatory Consent"). Accordingly, even if shareholders approve the enablement of a future Odd-lot Offer, no Odd-lot Offer is capable of being made unless Regulatory Consent is received and, even if so received, there is no certainty or guarantee that the Board will proceed to make one unless in those circumstances the Board is also satisfied as to market and other conditions making it appropriate to so do.

Should any future Odd-lot Offer be made, the Directors would arrange the disposal by Eligible Odd-lot Holders of their shares at a 5% premium to the then average price (as contemplated by the Euronext Dublin Listing Rules)2 and without the dealing costs that would typically render such disposal uneconomic, whilst giving active Eligible Odd-lot Holders the ability to opt-out of such a disposal by making the requisite election to retain their Odd-lots.

Therefore, we are seeking shareholder approval now in the terms proposed in Resolutions 12 to 14 as a preparatory measure to enable a future Odd-lot Offer to be made should Regulatory Consent be given and should the Board consider conditions are right to do so. The approval sought from shareholders is for a period of 18 months (in accordance with section 1075 of the Companies Act). Any such Odd-lot Offer as may be made during that period would enable the Company to purchase, at a 5% premium, the Ordinary Shares held by Eligible Odd-lot Holders and who do not elect to

1. 18 months being the maximum period for which the Board can retain discretion under section 1075 of the Companies Act.
2. Section 9.4.1 of the Euronext Dublin Listing Rules.

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retain their Odd-lots. Any such Odd-lot Offer as may be made would also enable the Company to simplify its share register and make it more cost efficient. Subject to those shareholder approvals and Regulatory Consent, the Board would determine an appropriate time to make any future Odd-lot Offer. Details of the action Eligible Odd-lot Holders should take and the timetable for implementation of any such future Odd-lot Offer would be communicated to Eligible Odd-lot Holders at the time any such future Odd-lot Offer may be made.

As part of this proposed enablement, Shareholders are asked to approve a change to the Company's Articles of Association so that, should any Odd-lot Offer be approved and made, Eligible Odd-lot Holders who do not elect to retain their Odd-lots, would be deemed to have accepted it. However, Eligible Odd-lotHolders would be allowed to elect to retain their Odd-lotsin the Company if they choose.

As Euroclear Participants and CDI Holders have means of trading their Ordinary Shares through intermediaries, any Odd- lot Offer that may be made would be limited to the registered holders of Ordinary Shares only and not to Euroclear Participants or CDI Holders (Euroclear Nominees Limited is entered in the Company's share register as the holder, on behalf of Euroclear Bank as operator of the Euroclear System, of all Ordinary Shares that are held through the Euroclear System by Euroclear Participants and CDI Holders). For securities law reasons, only those Shareholders with registered addresses in the Eligible Territories would be eligible to participate in any such future Odd-lot Offer.

Further details of the background to and reasons for any future Odd-lot Offer, how it would operate and details of those Shareholders who would be eligible to participate are set out on Parts III and IV of this Circular.

General

Note: Unless the context otherwise requires, all references to (1) time in this letter and the Notice of AGM (and the notes thereto) are to Irish time and (2) information provided as at 6.00pm on 3 April 2024 throughout this letter are to that time being the latest practicable time and date for that information prior to the issue of this letter.

Note: Words and expressions defined in this letter and Circular shall, unless the context otherwise requires, have the meanings ascribed to them in Part V of this Circular.

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 2023 and a review of the affairs of the Company. Resolution 1 is an advisory resolution and is not binding on the Company.

Resolution 2: Directors' Report on Remuneration

Resolution 2 is asking members to receive and consider the Directors' Report on Remuneration as set out on pages 169 to 174 of the 2023 Annual Report. Resolution 2 is an advisory resolution and is not binding on the Company.

Resolution 3: Directors' Remuneration Policy

Resolution 3 is to receive and consider the Directors' Remuneration Policy for the year ended 31 December 2023. The Directors' Remuneration Policy can be found on pages 165 to 168 of the 2023 Annual Report and provides details of Directors' remuneration for the period 15 May 2024 to the date of the annual general meeting in 2027. The Company is required by the EU (Shareholders' Rights) Regulations 2020 to put this resolution to Shareholders every 3 years or when a material change is made to the Policy. This resolution was put to shareholders and approved at the 2023 annual general meeting and is being re-presented at the 2024 AGM based on the introduction of variable pay elements to the Directors' Remuneration Policy as set out in the Annual Report. Resolution 3 is an advisory resolution and is not binding on the Company.

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Resolution 4: Appointment of Directors

Resolution 4 deals with the re-appointment of Directors. In accordance with the provisions of the UK Corporate Governance Code, each of the current Directors will retire from office at the end of 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 123 to 127 of the 2023 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 page 137 to 139 of the 2023 Annual Report.

Additional information in respect of those Directors designated as 'independent' by the Company in accordance with the criteria set down for doing so in the UK Corporate Governance Code (the Independent Directors), including information in respect of the voting procedures that currently apply to the Independent Directors, is set out in Part VI section 23-28 of this Circular.

Resolution 5: Remuneration of the Auditors

Resolution 5 authorises the Directors to determine the remuneration of the Company's Auditors.

Resolution 6: Board authority to allot shares

Resolution 6 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 6 proposes to authorise the Directors to allot shares up to an aggregate nominal value of €181,844,853 (representing approximately 66.66% of the issued ordinary share capital of the Company (excluding treasury shares)) as at 6.00pm on 3 April 2024 of which any allotment in excess of €90,922,426 (representing 33.33% of the issued ordinary share capital of the Company (excluding treasury shares) as at 6.00pm on 3 April 2024 may be applied to allot shares pursuant to a pre-emptive offer.

The Directors have no current intention of exercising this authority. 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 7 and 8: 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 7 and 8 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 7 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

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of pre-emptive offers) up to an aggregate nominal value of €13,639,727 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 3 April 2024.

Furthermore, Resolution 8 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 €13,639,727 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 3 April 2024. In accordance with the Pre-Emption Principles, the Board confirms in relation to Resolution 8 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.

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 9: Authority to make market purchases

Resolution 9 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 9. 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:

1. 5% above the higher of the average of the closing prices of the Company's ordinary shares taken from the main market 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,
2. 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).

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authority to make a future Odd-lot Offer in certain circumstances; and Resolution 14, a special resolution which proposes to give the Directors the authority to make an off-market purchase of shares in order to implement any future Odd-lot Offer.

Action to be taken by Shareholders in relation to a future Odd-lot Offer

For the purposes of the AGM, Shareholders are requested, at this stage, to vote on whether or not they would like to:

1. approve the amendment to the Company's Articles of Association that enables the Company to make and carry out an Odd-lot Offer;
2. give the Directors the power to make and implement an Odd-lot Offer at any time during the next 18 months; and
3. authorise the Directors to make an off-market purchase of Ordinary Shares in accordance with section 1075 of the Companies Act in order to implement any Odd-lot Offer.

Subject to Resolutions 12 to 14 in the Notice of AGM being passed, the Directors will then have the authority to determine when and whether to make an Odd-lot Offer at any time in the next 18 months, subject to first having received Regulatory Consent.

Resolution 12: Amendment to Articles of Association to facilitate a future Odd-lot Offer

The addition of a new Article, as set out in Resolution 12, to the Company's Articles of Association is being proposed as a special resolution to give the Company authority within the Articles of Association to facilitate the reduction in the number of Shareholders holding, in aggregate, 100 or fewer shares in the Company in an equitable manner (i.e., by means of a future Odd-lot Offer). The new Article makes provision for Eligible Odd-lot Holders who do not elect to retain their shareholding pursuant to any Odd-lot Offer to be deemed to have agreed to sell their shareholding. Accordingly, subject to a further specific authority proposed in Resolution 13, the shareholdings of such Shareholders who would be eligible to participate in any Odd-lot Offer and, being eligible, do not elect to retain their shareholding pursuant to any such Odd-lot Offer can be automatically purchased by the Company pursuant to the terms of any such Odd-lot Offer.

Resolution 13: Authority to make an Odd-lot Offer

Subject to the passing of Resolutions 12 and 14, the Directors are seeking enabling and preparatory authority (which shall not be construed as an obligation) by way of ordinary resolution to make a future Odd-lot Offer, should they in their absolute discretion determine so to do having regard, without limitation, to regulatory, market and other considerations, and, pursuant to any such future Off-lot Offer, to purchase shares from those Eligible Odd-lot Holders who do not elect to retain their shareholding pursuant to any such Odd-lot Offer. Should this Resolution 12 be passed, this authority will expire at midnight on the date which is 18 months after the passing of the resolution unless previously varied, revoked or renewed. (As indicated above, no Odd-lot Offer would be made prior to the Company obtaining Regulatory Consent and then only where the Directors believe circumstances were right so to do. For clarity therefore, these resolutions are preparatory in nature and no Odd-lot Offer is currently being proposed, made or announced).

Resolution 14: Authority to make an off-market purchase of shares in connection with any future Odd-lot Offer

The purchase of Ordinary Shares by the Company pursuant to any Odd-lot Offer would be an off-market purchase (as such term is defined in section 1072 of the Companies Act 2014) and would be effected under the terms of the Purchase Contract. Any off-market purchase is subject to shareholder approval and Resolution 14 is being proposed by way of special resolution to obtain that approval. The authority contained in Resolution 14 will expire at midnight on the date which is 18 months after the passing of the resolution unless previously varied, revoked or renewed.

Any future Odd-lot Offer as may be made will be made under the terms of the Purchase Contract. The form and terms of the Purchase Contract will be available for inspection during normal business hours at the offices of the Company at 56- 59 St Stephen's Green, Dublin, D02 H489, from a date at least 21 days prior to the AGM and will be available for inspection

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at the place of the AGM, The Marker Hotel, Grand Canal Square, Dublin Docklands, Dublin, D02 CK38, at least 15 minutes prior to the commencement of, and during the continuance of, the AGM.

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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PART II

NOTICE OF THE ANNUAL GENERAL MEETING OF

PERMANENT TSB GROUP HOLDINGS p.I.c. (the Company)

NOTICE is hereby given that the Annual General Meeting of the Company (the AGM) will be held at The Marker Hotel, Grand Canal Square, Dublin Docklands, Dublin, D02 CK38, Ireland, on Wednesday 15 May 2024 at 10.00am for the following purposes:

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

1. To receive and consider the Financial Statements for the year ended 31 December 2023 together with the Reports of the Directors and Auditors thereon and a review of the affairs of the Company.
2. To receive and consider the Directors' Report on Remuneration for the year ended 31 December 2023.
3. To receive and consider the Directors' Remuneration Policy for the period 15 May 2024 to the date of the annual general meeting in 2027.
4. By separate ordinary resolutions, to reappoint the following Directors:

1. To authorise the Directors to determine the remuneration of the Auditors.
2. 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):
3. 1. without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 6, up to an aggregate nominal amount of €181,844,853 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 3 April 2024; and
   2. without prejudice to or limitation of any power and authority granted under paragraph (a) of this Resolution 6, up to an aggregate nominal value of €181,844,853 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 3 April 2024 provided that any equity securities (as defined in Section 1023(1) of the Companies Act 2014) allotted pursuant to the authority in this paragraph 6(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

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