Register to lawfully impact the outcome as each vote counts now and the public narrative is incomplete and grossly misleading:

LEGAL CONTEXT

The starting point is that the Transaction's completion is proceeding by way of a scheme of arrangement under Part 9 of the Companies Act 2014. Normally, under section 449 of the Companies Act, a scheme of arrangement requires the following thresholds for approval:

• 75% of shares by value: Approval from shareholders holding at least three-quarters of the total share value represented at the meeting; and

• 50% of shareholders by number: A simple majority of the individual shareholders who cast a vote.

However, for a “relevant issuer” such as PTSB, section 1087D of the Companies Act modifies the ordinary approval test so that the Scheme Meeting approval threshold is 75% in value of the shares in the relevant class or classes of members present and voting, without the additional majority-in-number requirement. That matters because the Minister for Finance holds a 57.5% stake in PTSB. If the Minister and all other shareholders are treated as one class, that holding may heavily influence, and depending on turnout may effectively determine, the value vote. If the Minister is treated as a separate class, the other approximately 12,000 shareholders would vote as a separate non-Minister class, and that class would have to approve the Scheme by 75% in value of those present and voting. In that scenario, more than 25% in value of the non-Minister class voting against would prevent the approval threshold from being met, unless the transaction terms were improved so as to ensure the terms’ equitability as regards the minority shareholders.

PTSB'S APPROACH AIMED AT RAILROADING AND RUBBER-STAMPING A FAIT ACCOMPLI WITHOUT PRIOR LEGAL SCRUTINY

Notably, under the Irish Companies Act 2014, the PTSB directors could have used their powers under s.450(1) of the Act to convene an EGM to approve this transaction without any initial court involvement. But, that would not have offered a court seal of approval.

PTSB wished to railroad this deal by an incongruous combination of seeking legal certainty via a court process, while avoiding any adequate legal scrutiny that such a process requires. The position of PTSB and the Minister for Finance is brought to the fore by a recent Business Post opinion piece by Ian Guider promoting PTSB and disparaging the common position of the minority shareholders: "As the minister has already agreed to accept Bawag’s bid, the vote is merely a rubber stamping exercise." Indeed, rubber-stamping has been the goal, but the minority shareholder litigants have put a spanner in the works (to use a colloquialism), in order to ensure due process and prevent that unlawful rubber-stamping. This litigation route may now need to be coupled with statutory shareholder action, including the tabling of draft resolutions or the requisitioning of a separate extraordinary general meeting.

COURT ACTION TO PROTECT DUE PROCESS AND ENABLE THE MINORITY SHAREHOLDERS

In the litigation initiated on 7 May 2026, the shareholder litigants seek various reliefs to effectively give the minorities a real influential voice and ensure due process — not merely a pretence thereof. One of those reliefs is to duly differentiate between different classes of members, having regard to their rights and control over PTSB. The classes in question have nothing to do with the Minister for Finance being a majority shareholder. Nor do those classes have anything to do with the nature of the underlying shares. The relevant legal test depends on the similarity or dissimilarity of members’ “rights against the company” and on whether those rights are so dissimilar that the members cannot consult together with a view to their common interest.

LEGAL TEST FOR "CLASSES OF MEMBERS"

The unequivocal evidence establishes that the Minister’s rights in relation to PTSB – as confirmed by the Transaction documentation – are fundamentally different from those of other shareholders. None of those rights applies to the approximately 12,000 shareholders other than the Minister, who are ordinary economic holders, without any special rights or obligations, deciding whether €2.97 per share is fair and adequate. The Minister is not in an even remotely similar position. The Minister’s position is governed by a unique-to-him complex framework of State-derived agreements and governance arrangements which do not apply to any other shareholders. Those arrangements remain fully operative at the time when any Scheme Meeting will take place and are only terminated upon completion of the BAWAG transaction.

THE LITIGATION — DIFFICULT AS IT IS — HAS ALREADY ACHIEVED A LOT AND HAS THE POTENTIAL TO ACHIEVE EVEN MORE

In the above context, Irish law, if applied, requires two separate shareholder meetings to be convened in this case — one for the Minister for Finance and one for all other shareholders. Indeed, in light of the litigation, PTSB was forced to formally withdraw in Court on 11 May 2026 its original contention that the one-class basis for the approval of the transaction is a final valid basis, conceding that the shareholder class composition must be duly adjudicated upon at the latest at the final court approval stage. Consequently, the litigation has already achieved a key outcome — the courts will have to decide if the Minister’s vote should be consolidated with the votes of the other shareholders. The only open question is when that decision will take place.

Incongruously, PTSB — in its quest to avoid legal scrutiny — argued that, despite the opposition of the shareholder litigants and despite the above-mentioned unequivocal evidence regarding the Minister's unprecedented rights and control over PTSB, the decision on the class composition should be made by the High Court only after the Scheme Meeting on 30 July 2026. The shareholder litigants argued that that decision ought to be taken before, in order not to put the cart before the horse while railroading this transaction. The High Court sided on 13 May 2026 with PTSB, despite both the UK and Irish case law to the contrary acknowledged by PTSB in its own court submissions.

In this regard, on 15 May 2026, the Court of Appeal, while refusing an immediate stay on the High Court decision, accepted that the shareholder appellants had “demonstrated an arguable appeal” (Transcript, p.30, lines 1–6) that must be heard by a fully constituted Court of Appeal. Notably, Mr Justice Allen acknowledged regarding his refusal of the urgent interim stay: “I did my best to balance the justice, I contemplate that I may have been wrong” (Transcript p.40, lines 23-25). The key practical result is this: the transaction is not a fait accompli, and minority shareholder votes now matter greatly. The shareholders’ case has been acknowledged as both urgent and important, with an expedited Court of Appeal hearing listed for 8 July 2026 – before the Scheme Meeting / EGM currently convened for 30 July 2026.

This changes the minority shareholders’ position and influence fundamentally. PTSB’s counsel in fact accepted in Court that, if the Court of Appeal finds that the High Court order was wrong, the 30 July EGM / Scheme “meeting must not proceed” – and, in any case, certainly must not proceed on the current basis – and that PTSB would “respect any order of the Court” (Transcript, p.24, lines 16–20).

The bottom line is this: the litigation has changed the practical landscape fundamentally and has created the opportunity for minority shareholders to have a meaningful voice on this critically important Transaction — provided shareholders receive proper disclosure and due process is not bypassed. If the Court of Appeal decides that class composition ought to be determined before the Scheme Meeting, then the Scheme Meeting on 30 July may not take place. But no matter the outcome of the 8 July Court of Appeal hearing — even if the Court of Appeal decides that class composition should be determined only after the 30 July Scheme Meeting — the class-composition issue will hang over the vote at that Scheme Meeting. It will therefore be critically important how minority shareholders vote, because their votes may ultimately have to be counted separately from the Minister’s vote — and that separate count can defeat the Transaction (on its current terms). That is precisely why proper pre-vote disclosure and timely legal scrutiny matter. The fact that minority votes may become decisive does not cure the prejudice caused by shareholders being asked to act without adequate disclosure and before the class-composition issue has been finally determined.