Register to lawfully impact the outcome because the BAWAG Transaction is value-destructive for minority shareholders

• The consensus among the major minority shareholders is clear: the current terms represent a bad deal for the minorities — the €1.62bn price hands BAWAG the upside. The market understood that immediately: BAWAG shareholders were rewarded and its share price increased, while PTSB shareholders were marked down. This is not a fair sharing of value. It is a transfer of value from PTSB shareholders to the acquirer. Indeed, BAWAG is expected to benefit from significant negative goodwill ("badwill") — estimated at over €750 million — as a result of the Transaction.

  
  

• S&P Global wrote in its financial report dated 27 April 2026 entitled “Bawag's €1.62B deal for PTSB undervalues Irish bank – analysts”:

  
  

  “While the price represents a 26% premium to PTSB's undisturbed share price when the formal sale process commenced Oct. 30, 2025, it is lower than the around €3.20 per share, or €1.75 billion, that Deutsche Bank analyst Marlene Eibensteiner had anticipated.

  
  

  "The price looks favorable for Bawag, in our view. Bawag would be able to finance this transaction with existing resources by year-end 2026," Eibensteiner said in a note published April 14. Bawag expects the transaction to generate a more than 20% EPS accretion in three years, a target Eibensteiner deems achievable.

  
  

  UBS analysts estimate that the deal would result in €756 million of negative goodwill for Bawag. Negative goodwill means the price paid is below the target company's fair market value and is recorded as a one-time gain for the buyer.

  
  

  For John Cronin, founder of independent research firm SeaPoint Insights, the price is "disappointing" as PTSB is on a "speedy returns recovery journey," has substantial excess capital and is operating in a highly favorable economy. PTSB's valuation could range from around €2.3 billion to as much as €3.2 billion based on various estimates, Cronin wrote in an April 17 note.”

  
  

• The Business Post wrote on 18 April 2026 in an article entitled "Derisory: PTSB shareholders advised to reject Bawag deal": "PTSB shareholders should vote to block the bank’s sale to Austrian bank Bawag, according to market analysts, who have described the agreed price of €1.62 billion as “derisory”. In a searing note on the sale of PTSB, Carraighill, the Dublin research firm founded by Seamus Murphy, said it was “astonished” the bank’s board last week recommended a sale to Bawag at a price of €2.97 per share. The note, written by Carraighill analyst Daniel O’Neill, said the firm was “shocked that the government would want to sell at this price” – noting PTSB’s substantial surplus capital and improving returns profile."

  
  

• There is not a single reputable analyst that believes this deal is good for the minority shareholders. Only politicised press articles written by non-professional lay people are capable of purporting — without any adequate financial analysis whatsoever — that allegedly "Claims that PTSB has been sold on the cheap do not stand up to scrutiny". Such unsubstantiated politicised assertions can only affect the uninformed.

  
  

• In this context, as is explained here — if proper disclosure is ensured and due process is not bypassed — the votes of the minority shareholders will matter, as a result of the ongoing litigation initiated by a group of minority shareholders to protect the minority rights and allow the minorities an influential voice.