Notice of AGM

Permanent TSB Group Holdings PLC

04 April 2024

 

04 April 2024.

Permanent TSB Group Holdings Plc

Headline: Notice of Annual General Meeting

The Annual General Meeting of Permanent TSB Group Holdings plc will take place on the 15 May 2024 (10am) at the Marker Hotel, Grand Canal Square, Dublin Docklands, Dublin 2.

The following documents will shortly be posted to ordinary shareholders and are now available to view on the Company's website: https://www.permanenttsbgroup.ie/investors/shareholders/shareholder-meetings

(i)    Notice of Annual General Meeting;

(ii)   Form of Proxy; and

(iii)  Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2023.

In accordance with  Listing  Rule  6.1.59  of Euronext   Dublin  and  Listing  Rule  9.6.1  of the  Financial Conduct  Authority, copies of the Notice of Annual General Meeting and the Form of Proxy will be submitted to Euronext  Dublin and the UK National Storage Mechanism and will be shortly available for inspection at:

https://direct.euronext.com/#/oamfiling

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Odd-lot Offer

Note: Words and expressions defined herein shall, unless the context otherwise requires, have the meanings ascribed to them in the Circular of which the Notice of AGM forms part.

The Company is announcing, pursuant to Listing Rule 9.4.4 of Euronext Dublin and Listing Rule 12.4.4 of the Financial Conduct Authority, that it will be seeking authority from Shareholders at the AGM to put in place a mechanism to permit an Odd-lot Offer to Shareholders at any time up to 18 months following the AGM. Under the Odd-Lot offer, it is intended that eligible holders who hold in aggregate 100 or fewer Ordinary Shares may be offered the opportunity to sell their shares to the Company at a 5% premium to the then average price (as contemplated in the Listing Rules of Euronext Dublin).  This will facilitate the disposal by eligible Odd-lot Holders of their shares at a 5% premium, without the dealing costs which would normally render such a disposal uneconomic. Shareholders will have the ability to opt out of any Odd-lot Offer. The mechanism will require an amendment to the Company's Articles of Association.

Subject to approval of the relevant proposals at the AGM, any decision to announce an Odd-Lot offer and the timing for same will be at the discretion of the Directors, and will be subject to the prior approval of the Central Bank of Ireland. Full details of the background to and proposed terms of the Odd-lot Offer are included in the Notice of the AGM.

The following documents in connection with the Odd-lot Offer are now available to view on the Company's website: https://www.permanenttsbgroup.ie/investors/shareholders/shareholder-meetings

(i)    Proposed Odd-lot Offer Purchase Contract;

(ii)   Current Constitution of the Company (dated 19 May 2021); and

(iii)  Proposed Constitution of the Company with amendments redlined.

Conor Ryan

Group Secretary

 

END