Update – 9 July 2026: The shareholder litigants have filed an urgent application (notice of motion grounded on an affidavit and supported by legal submissions) in the Court of Appeal pursuant to Practice Direction CA14 to rescind or vary the exceptional orders made on 8 July 2026, namely the ex parte (without the affected Appellants being present), suo motu (of the Court’s own motion, without a strike-out motion having been brought by PTSB) and in limine (before considering the appeal’s merits) strike-out orders. The shareholder litigants state in the grounding affidavit, inter alia, that “There has been a fundamental denial of justice and violation of constitutionally protected rights, beyond discretion inherent in judicial proceedings, going to the root of the fair and constitutional administration of justice. What occurred on 8 July 2026 was not merely an adverse procedural ruling. It was the ex parte, suo motu and in limine judicial annihilation of an urgent appeal concerning a live public-company scheme meeting fixed for 30 July 2026, without any merits adjudication whatsoever. It was unjust to the point of grotesque.” While what happened before the Irish Court of Appeal on 8 July 2026 was an extraordinary denial of justice, it did not amount to any determination of the appeal on its merits, and it did not make the proposed transaction inevitable. The practical consequence is that the shareholder-class issue remains unresolved and will now fall to be addressed, if necessary, at the final court-approval stage after the Scheme Meeting / EGM scheduled for 30 July 2026. That is precisely why the High Court stated, at paragraph 33 of its judgment of 13 May 2026, that “a doubt will remain over the validity of the scheme until the class composition issue is resolved at the sanction stage.” Shareholders should therefore not be deterred by the institutional conduct witnessed on 8 July 2026. It did not decide the transaction. It did not validate the single-class vote. It did not remove the class-composition objection. Shareholders who oppose the transaction should vote against it on 30 July 2026, because that vote may still have to be evaluated on the basis that Minister and non-Minister shareholders form separate classes.

Update - 8 July 2026: The Irish Court of Appeal struck out without notice, of its own motion, ex parte and in limine – i.e. before considering the merits – the appeal regarding the timing of the determination of the class composition for the purpose of the Scheme Meeting / EGM on 30 July 2026. The Irish Court of Appeal did so without any basis whatsoever in fact or in law. Notably, the Court refused to allow the lead Appellant to participate in the hearing remotely after he had presented a clear medical report proving unequivocally his inability to travel internationally for the hearing in person (see details in the updates below). The Court plainly prevented effective access to court. What occurred on 8 July 2026 before the Irish Court of Appeal was a truly unprecedented travesty of justice, but, firstly, there was no decision on the merits, and, secondly, that travesty of justice did not change the basic fact that this transaction is not a fait accompli. The outcome simply means that the decision about the class composition will take place after the Scheme Meeting / EGM on 30 July 2026 at the final court approval, a so-called sanction. As the High Court stated in paragraph 33 of its judgment of 13 May 2026 (referred to in more detail below), "a doubt will remain over the validity of the scheme until the class composition issue is resolved at the sanction stage." The shareholders must not be intimidated by the institutional injustice of what occurred before the Irish Court of Appeal on 8 July 2026, which was not decisive for this transaction at all. The shareholders must vote against the transaction on 30 July 2026, as their vote can still ultimately be assessed as a separate class.

Update - 7 July 2026: The shareholder appellants have been forced to file a notice of motion and grounding affidavit seeking recusal of the Court of Appeal panel listed to hear the matter on 8 July 2026 (see the details below), on the basis that the issues set out in the affidavit give rise to a legitimate apprehension of objective bias. The application also seeks directions to ensure that the recusal is determined fairly before the substantive appeal proceeds, and that the appellants’ effective access to court is protected.

Update – 3 July 2026: The Irish Court of Appeal engaged in extraordinary correspondence with the Appellants, which gives rise to serious concerns as to the objective appearance of fairness. The correspondence — published in the public interest in light of the circumstances and the requirement that justice be administered in public — is available here.

Update - 2 July 2026: The Irish Court of Appeal has declined to allow shareholders to view remotely the hearing on 8 July 2026 (referred to in more detail below), notwithstanding the significant international public interest in the matter and the Courts Service’s own “Practical Guide to Remote Hearings in the Superior Courts” stating that “practitioners, media representatives and members of the public are entitled to attend either by VMR or the physical courtroom”. The practical consequence is that international shareholders will be unable to view the hearing live, despite the Court’s technical and legal ability to facilitate remote access, while the Court implied that shareholders could fly internationally to attend in person. The Court has also limited the hearing to 2.5 hours, without affording the parties any submissions on the matter, with the effect of materially compressing the Appellants’ ability to expose the errors in the High Court order, while leaving PTSB to rely on the order under appeal. The respective correspondence with the Court is available here. The maxim that “justice must not only be done, but must also be seen to be done” is particularly relevant in this case — it is, therefore, of paramount importance that as many shareholders as possible attend the hearing on 8 July in person — at the Hugh Kennedy Court, Four Courts, Dublin, starting at 10:30 am Irish time — to ensure meaningful public and shareholder scrutiny of the hearing. Without that scrutiny, public confidence in the administration of justice cannot be secured.

Update - 24 June 2026: PTSB refused to table shareholder resolutions for the 30 July EGM

• On 17 June 2026, resolutions were duly tabled pursuant to section 1104(1)(b) of the Irish Companies Act 2014, to be added to the agenda of the EGM on 30 July 2026. In accordance with law, the resolutions were tabled by "the member or members concerned holding [at least] 3 per cent of the issued share capital of the PLC, representing at least 3 per cent of the total voting rights of all the members who have a right to vote at the meeting".

• On 24 June 2026, PTSB refused to table the resolutions. PTSB’s Company Secretary alleged that PTSB “has not received a valid request” and that "the proposed resolutions will not be tabled at the EGM.”

The respective correspondence — published here — discloses details that can be disclosed at this point, given the pending litigation.

PTSB’s position is a serious escalation in the contested PTSB/BAWAG scheme process.

"Might is right" is not the law of Ireland or the European Union. This website explains key litigation-related, regulatory and shareholder-vote matters concerning the proposed acquisition of PTSB by BAWAG. The website was originally launched on 8 May 2026 in conjunction with the PTSB AGM. Since then, important court, regulatory and shareholder-vote issues have developed, and the website continues to evolve to reflect those developments and the relevant documents.

THREATS AND INTIMIDATION OF SHAREHOLDERS BY PTSB DURING PROXY-SOLICITATION PERIOD

On 9 June 2026, A&L Goodbody LLP, solicitors for Permanent TSB Group Holdings plc, wrote a letter demanding that this independent shareholder website, ptsbshareholders.com, reverse its name / address / URL, and threatened legal action if that demand was not met. That demand was immediately and flatly rejected by letter of the same date.

Notably, the illicit threat was made during the live offer period and proxy-solicitation process. It was an improper and unlawful attempt by the offeree company to chill shareholder communications at precisely the time when shareholders are being asked to decide how to act in relation to the Scheme Meeting and related voting machinery.

The correspondence is published so shareholders and the market can see the threats and intimidation perpetrated by PTSB:

• Letter from A&L Goodbody dated 9 June 2026;

• Reply letter to A&L Goodbody dated 9 June 2026.

7 minutes past midnight Irish Standard Time on Saturday, 13 June 2026, A&L Goodbody, instructed by PTSB, sent an email to the shareholder litigants, which further illustrates PTSB’s conduct. In their reply, the shareholder litigants stated: “A pattern has now emerged of threats and intimidation emanating from A&L Goodbody and/or PTSB during the live offer period and proxy‑ solicitation process. This is the second instance in which [A&L Goodbody Solicitors], acting on behalf of the offeree company, have attempted to intimidate shareholder appellants.” PTSB, through A&L Goodbody, was asked again: “cease and desist immediately from any further threats or intimidation.” PTSB’s “attempt to suppress or interfere with important court evidence duly adduced in the appeal is wholly inappropriate.” PTSB “should refrain from any further efforts to impede the proper conduct of the appellate process.” Evidence: the email exchange between A&L Goodbody and the shareholder litigants on 13 June 2026.

Consistent with the transparency that ought to govern this process, on 13 June 2026, redacted copies of the affidavit evidence and legal submissions were published on this website. The public interest in this matter is such that PTSB shareholders – in particular those considering constructive statutory steps (see the section below on the “Constructive Statutory Action by Minority Shareholders”) – and other interested market participants ought to be aware of the issues that must not be suppressed or manipulated.

ONGOING LITIGATION

There is ongoing litigation initiated by shareholder litigants aimed at recognising the minority shareholders in this case as a separate class of shareholders whose votes regarding BAWAG's acquisition of PTSB should not be simply consolidated with those of the Minister for Finance — but counted separately as a separate approval decision. On 13 May 2026, the Court expressly made "no Order in the Shareholders’ Proceedings". The Court did not determine the class-composition issue itself. The only thing the Court decided in this regard was that the matter of the class composition would be decided after the voting on the Transaction. At paragraph 33 of its judgment delivered on 13 May 2026, the High Court determined: "There is something to be said for determining the issue of class composition before the scheme meetings. The issue would be determined, at least as far as the objections of Mr. Skoczylas and his fellow applicants would go. As things stand, the Company has withdrawn its request that the Court order that only one class of members be convened. It proposes to proceed on this basis and run the risk that the Court refuses to sanction the scheme on the basis that the Minister should have constituted a separate class. It is likely, therefore, that a doubt will remain over the validity of the scheme until the class composition issue is resolved at the sanction stage."

Regarding that particular timing decision — and only regarding that timing decision — the Court of Appeal decided on 15 May 2026 to hold an expedited hearing on 8 July 2026, which is addressed above. As things stand, it is decided — and PTSB has formally acquiesced — that the class composition issue is unresolved and will be determined after the shareholder voting on 30 July 2026.

CONSTRUCTIVE STATUTORY ACTION BY MINORITY SHAREHOLDERS

In this context, minority shareholders have meaningful statutory powers that may now need to be used:

PTSB shareholders are not passive observers in this process. Under section 1104 of the Companies Act 2014, shareholders holding together at least 3% of the voting share capital may table draft resolutions for items on the agenda of a general meeting. Under section 1101 of the 2014 Act, shareholders holding together at least 5% of the voting share capital may requisition an extraordinary general meeting, in which case the directors must “forthwith proceed duly to convene” that meeting. These statutory rights may be relevant in this case, as the major minority shareholders can lawfully put forward constructive resolutions to defend their rights, interests and due process regarding the Transaction.

PTSB shareholders who register here will be contacted with further important information in due course.