Register to vote against the acquisition of PTSB because the BAWAG Transaction is value-destructive for minority shareholders

• The €1.62bn price hands BAWAG the upside. The market understood that immediately: BAWAG shareholders were rewarded, 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.

  
  

• 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."

  
  

• The Irish State does not care about minority shareholders — it never has. It has avowedly contrived a recovery of its original investment follow-ing the forcible appropriation of the PTSB 99.2% stake against the shareholders' EGM decision. EGM rules apply only if they suit the State.

Register to vote against the acquisition of PTSB because — contrary to the public narrative — it is not a "done deal"

• 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. A group of shareholders applied to the High Court under specific provisions of the Companies Act to effect two separate EGMs (called in this case "scheme meetings"), given the fundamentally different legal position of the Minister for Finance, who is in a member "class" of his own. If the Court decides that the Minister’s rights are so different from those of the other shareholders that they shouldn't be in the same "class", a separate EGM would have to be convened for the minority shareholders. If minority shareholders are put in their own "class", they regain leverage to defend their rights.

  
  

• In any case, the Transaction will be defeated if more than 25% of the value of shares voting at the EGM — or each of the EGMs — vote against the Transaction. Each vote counts.

  
  

• Without prejudice to the foregoing, even if there is only one EGM and even if the vote passes with a 75% value majority, given the circumstances, minority shareholders can challenge the sanctioning of the scheme in court on "equitable" grounds, in light of the ongoing litigation regarding the forcible appropriation of PTSB by the State under the Credit Institutions (Stabilisation) Act 2010. The more shareholders vote "against" to defend their rights, the better. Numbers — not just value — matter.

  
  

• Defend your rights. The shareholders already defeated the Irish State's acquisition of PTSB at the EGM in 2011, and we can do it again to, defend our rights. As a reminder, in 2011 the PTSB minority shareholders convened their own EGM, which was then unprecedented.

Register to vote against the acquisition of PTSB because the outcome may be impacted by the ongoing litigation against the 2010 Act

• Minority shareholders have already lived through an extraordinary destruction of value in 2011, when their stake was forcibly diluted from 100% to 0.8% under the 2010 Act, despite their EGM vote "against". The State had then — and it has now — no regard for shareholder rights, issuing then to itself billions of shares at five times below the nominal value, while depriving the shareholders of statutory pre-emption rights, while also concurrently breaching EU law by granting illegal State aid amounting to more than €13 billion to Apple, one of the world's largest companies.

  
  

• The Financial Times Lex Column stated the following in a piece entitled “Shareholders are right to fight back against moves by the state” in respect of the original recapitalisation: “The investors have a case: the [PTSB] recapitalisation looks arbitrary and should be reexamined. Ireland’s banking collapse was an exercise in wanton value destruction. Fixing it must not do likewise.”

  
  

• The courts have characterised the 2010 Act as follows (cf. Dowling v. the Minister for Finance [2014] IEHC 418), which signifies that the out-come of the ongoing litigation regarding the unconstitutionality and incompatibility with EU law of the 2010 Act may have material implications:

  
  

  * "1.7 The Act, which has been described as “an extraordinary piece of legislation” (Fennelly J in Dowling v Minister for Finance [2013] IESC 58), “unique, unprecedented and stringent” (Feeney J in Dowling v Minister for Finance [2012] IEHC 89), permits of a truly radical encroachment on the legal rights of shareholders."

  
  

  * "38.33 … the court is dealing here with an Act unlike any other statute in force in the State. […] Pursuant to s.53, the [Minister’s ex parte direction] order takes effect regardless of statute, common law, the rules of equity, codes of practice made under statutory authority and contracts that would otherwise be legally binding."

  
  

  * "42. Given the exceptional nature of the legislation, the correct application of these concepts is a matter of exceptional public importance. Should legislation of this nature be considered desirable by the Oireachtas to deal with some future crisis, it would be in the public interest that there should be an authoritative analysis of the criteria to be applied by a court considering similar powers.

  
  

  * 43. A further consideration is the obligation, imposed on the Court by Articles 40.3 and 43 of the Constitution, to vindicate the property rights of the applicants in the case of unjust attack."