REG - Permanent TSB Group - Result of AGM

Permanent TSB groupAnnouncement

08/05/2026 14:30

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RNS Number : 6555D  Permanent TSB Group Holdings PLC  08 May 2026

 

Permanent tsb group holdings plc

results of ANNUAL general meeting

 

 

8 May 2026

 

The Directors of Permanent TSB Group Holdings plc (the "Company" or "PTSBGH")
wish to announce that each of the resolutions proposed at the Annual General
Meeting (the "AGM") of the Company held on Friday, 8 May 2026 were
passed.  The full text of each resolution was included in the Notice of the
AGM published on 2 April 2026. A summary of poll results for this meeting will
shortly be available on the Company's website at:

 

https://www.permanenttsbgroup.ie/investors/shareholders/shareholder-meetings
(https://www.permanenttsbgroup.ie/investors/shareholders/shareholder-meetings)
 

 

 

In accordance with Euronext Dublin Listing Rule 6.1.10 and FCA Listing Rule
14.3.6, all resolutions (other than resolutions concerning the ordinary
business of the AGM) passed by the Company are set out below:

 

Ordinary Resolutions:

 

7          The Directors be and are hereby generally and
unconditionally authorised, pursuant to Section 1021 of the Companies Act
2014, to exercise all of the powers of the Company to allot and issue all
relevant securities of the Company (within the meaning of Section 1021 of the
Companies Act 2014):

 

(a)  without prejudice to or limitation of any power and authority granted
under paragraph (b) of this Resolution 7, up to an aggregate nominal amount of
€90,823,613 representing approximately 33.33% of the aggregate nominal value
of the issued ordinary share capital of the Company (excluding treasury
shares) as at 6.00pm on 1 April 2026; and

 

(b)  without prejudice to or limitation of any power and authority granted
under paragraph (a) of this Resolution 7, up to an aggregate nominal value of
€90,823,613 representing a further approximately 33.33% of the aggregate
nominal value of the issued ordinary share capital of the Company (excluding
treasury shares) as at 6.00pm on 1 April 2026 provided that any equity
securities (as defined in Section 1023(1) of the Companies Act 2014) allotted
pursuant to the authority in this paragraph 7(b) are offered by way of one or
more pre-emptive offers open for a period or periods fixed by the Directors to
or in favour collectively of the holders of equity securities on the register
of members and/or any persons having a right to subscribe for equity
securities in the capital of the Company (including, without limitation, any
persons entitled or who may become entitled to acquire equity securities under
any share option scheme or share incentive plan of the Company then in force)
at such record date or dates as the Directors may determine and where the
equity securities respectively attributable to the interests of such holders
are proportional in nominal value (as near as may be reasonable) to the
respective number of equity securities held by them on such record date or
dates, and subject generally to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to legal or practical
problems, requirements or restrictions under or arising as a consequence of
the laws (including implementation thereof) of, or the requirements of any
regulatory body or stock exchange in, any territory.

 

The authority hereby conferred shall commence at the time of the passing of
this Resolution and shall expire at the conclusion of the next annual general
meeting of the Company after the passing of this Resolution or at midnight on
the date which is 15 calendar months after the date of passing this Resolution
(whichever is earlier) unless and to the extent that such power is renewed,
revoked, or extended prior to such date; provided that the Company may before
such expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry, and the Directors may allot
relevant securities in pursuance of such an offer or agreement as if the power
conferred by this Resolution had not expired.

Special Resolutions:

 

8          Subject to and conditional upon Resolution 7 of the Notice
of AGM being passed, and without prejudice to or limitation of any power and
authority granted under Resolution 9, pursuant to Sections 1022 and 1023(3) of
the Companies Act 2014, the Directors be and are hereby empowered to allot
equity securities (within the meaning of Section 1023(1) of the Companies Act
2014) for cash pursuant to the authority to allot relevant securities
conferred on the Directors by Resolution 7 of this Notice of AGM as if Section
1022(1) of the Companies Act 2014 did not apply to any such allotment, such
power to be effective from the time of passing of this Resolution and shall
expire at the conclusion of the next annual general meeting of the Company
after the passing of this Resolution or at midnight on the date which is 15
calendar months after the date of passing this Resolution (whichever is
earlier) unless and to the extent that such power is renewed, revoked, or
extended prior to such date but in each case, prior to its expiry the Company
may make offers and/or enter into agreements which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the
authority expires and the Directors may allot equity securities (and sell
treasury shares) under any such offer or agreement as if the authority had not
expired; and such power being limited to:

 

(a)   the allotment of equity securities in connection with any one or more
offer of securities, open for a period or periods fixed by the Directors, by
way of rights issue, open offer, other invitation and/or otherwise to or in
favour collectively of the holders of ordinary shares and/or any persons
having a right to subscribe for equity securities in the capital of the
Company (including, without limitation, any persons entitled or who may become
entitled to acquire equity securities under any of the Company's share option
schemes or share incentive plans then in force) at such record date or dates
as the Directors may determine where the equity securities respectively
attributable to the interests of such holders are proportional (as nearly as
may reasonably be) to the respective number of ordinary shares held by them,
and subject thereto the allotment in any case by way of placing or otherwise
of any securities not taken up in such issue or offer to such persons as the
Directors may determine; and generally subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to
legal or practical problems, requirements or restrictions under or arising as
a consequence of the laws (including implementation thereof) of, or the
requirements of any regulatory body or stock exchange in, any territory;
and/or

 

(b)   the allotment of equity securities up to a maximum aggregate nominal
value of €13,624,904 which represents approximately 5% of the issued
ordinary share capital of the Company (excluding treasury shares) as at 6.00pm
on 1 April 2026.

 

 

9          Subject to and conditional upon Resolution 7 of the Notice
of AGM being passed and in addition and without prejudice to or limitation of
any power and authority granted under Resolution 8 of the Notice of AGM,
pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 the Directors
be and are hereby empowered to allot equity securities (within the meaning of
Section 1023(1) of the Companies Act 2014) for cash pursuant to the authority
to allot relevant securities conferred on the Directors by Resolution 7 of
this Notice of AGM as if Section 1022(1) of the Companies Act 2014 did not
apply to any such allotment, such power to be effective from the time of
passing of this Resolution and shall expire at the conclusion of the next
annual general meeting of the Company after the passing of this Resolution or
at midnight on the date which is 15 calendar months after the date of passing
this Resolution (whichever is earlier) unless and to the extent that such
power is renewed, revoked, or extended prior to such date but in each case,
prior to its expiry the Company may make offers, and enter into agreements,
which would, or might, require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Directors may allot
equity securities (and sell treasury shares) under any such offer or agreement
as if the authority had not expired; and:

 

(a)  such power shall be limited to the allotment of equity securities up to
a maximum aggregate nominal value of €13,624,904 which represents
approximately 5% of the issued ordinary share capital of the Company
(excluding treasury shares) as at 6.00pm on 1 April 2026, and

(b)  the net proceeds of any such allotment are to be used for the purposes
of financing (or refinancing, if the authority is to be used within six months
after the original transaction) a transaction which the Directors determine to
be an acquisition or other specified capital investment of a kind contemplated
by the Statement of Principles on Disapplying the Pre-Emption Rights and in
effect and as applied prior to the date of the Notice of AGM.

 

10         That pursuant to Section 1074 of the Companies Act 2014,
the Company and any subsidiary of the Company be and they are each hereby
generally authorised to make market purchases and overseas market purchases
(in each case as defined by Section 1072 of that Act) of ordinary shares in
the capital of the Company on such terms and conditions and in such manner as
the Directors may, in their discretion, determine from time to time; but
subject however to the provisions of that Act and to the following
restrictions and provisions:

 

(a)  the maximum number of ordinary shares authorised to be acquired shall
not exceed 10% of the ordinary share capital in issue in the Company
(excluding treasury shares) as at 6.00pm on the day on which this Resolution
is passed;

(b)  the minimum price (excluding expenses) which may be paid for any
ordinary share shall be an amount equal to the nominal value thereof; and

(c)  the maximum price (excluding expenses) which may be paid for any
ordinary share shall be:

 

(i)    5% above the higher of the average of the closing prices of the
Company's ordinary shares taken from the main market of Euronext Dublin and
the average of the closing prices of the Company's ordinary shares taken from
the main market of the London Stock Exchange in each case for the five
business days (in Dublin and London, respectively, as the case may be)
preceding the day the purchase is made (the Market Purchase Appropriate
Price), or if on any such business day there shall be no dealing of ordinary
shares on the trading venue where the purchase is carried out or a closing
price is not otherwise available, the Market Purchase Appropriate Price shall
be determined by such other method as the Directors shall determine, in their
sole discretion, to be fair and reasonable; or, if lower,

(ii)   the amount stipulated by Article 3(2) of Commission Delegated
Regulation (EU) 2016/1052 relating to regulatory technical standards for the
conditions applicable to buy-backs programmes and stabilisation measures
(being the value of an ordinary share calculated on the basis of the higher of
the price quoted for: (i) the last independent trade, and (ii) the highest
current independent purchase bid for, any number of ordinary shares on the
trading venue(s) where the purchase pursuant to the authority conferred by
this resolution will be carried out);

 

(d)  such authority shall expire at the conclusion of the next annual general
meeting of the Company after the date of passing this Resolution or at
midnight on the date which is 15 calendar months after the date of passing
this Resolution (whichever is earlier), unless previously varied, revoked or
renewed by special resolution in accordance with the provisions of Section
1074 of the Companies Act 2014; and

(e)  the Company may, before such expiry, enter into a contract for the
purchase of ordinary shares which would or might be executed wholly or partly
after such expiry and may complete any such contract as if the authority
conferred hereby had not expired.

 

11         That for the purposes of Section 1078 of the Companies Act
2014, the re-allotment price range at which any treasury shares (as defined by
Section 106 of that Act) for the time being held by the Company may be
re-allotted off-market shall be as follows:

 

(a)  the maximum price (excluding expenses) at which a treasury share may be
re-allotted off-market shall be an amount equal to 120% of the Treasury Share
Appropriate Price; and

(b)  the minimum price (excluding expenses) at which a treasury share may be
re-allotted off-market shall be the nominal value of the share where such a
share is required to satisfy an obligation under an employee share scheme (as
defined in the Listing Rules issued by Euronext Dublin) operated by the
Company, or in all other cases shall be an amount equal to 95% of the Treasury
Share Appropriate Price (provided always that no treasury share shall be
allotted at a price lower than its nominal value); and

(c)  for the purposes of sub-paragraphs (a) and (b), the expression "Treasury
Share Appropriate Price" shall mean the lower of the average of the closing
prices of the Company's ordinary shares taken from the main market of Euronext
Dublin and the average of the closing prices of the Company's ordinary shares
taken from the main market of the London Stock Exchange in each case for the
five business days (in Dublin and in London, respectively, as the case may be)
prior to the day the re-allotment is made, or if on any business day there
shall be no dealing of ordinary shares on the trading venue or a closing price
is not otherwise available, the Treasury Share Appropriate Price shall be
determined by such other method as the Directors shall determine, in their
sole discretion, to be fair and reasonable.

 

The authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company or at midnight on the date which is 15
months after the passing of the resolution, whichever is the earlier, unless
previously varied, revoked or renewed by special resolution. The Company may
before such expiry make a contract for the re-allotment of treasury shares
which would or might be wholly or partly executed after such expiry and may
make a re-issue or re-allotment of treasury shares pursuant to any such
contract as if the authority hereby conferred had not expired.

 

 

12         That, subject to and in accordance with Section 1102 of the
Companies Act 2014, the Directors be and are hereby generally and
unconditionally authorised to call a general meeting, other than an annual
general meeting or a meeting for the passing of a special resolution, on not
less than 14 clear days' notice (as defined in the Constitution of the
Company). The authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the Company held after the date of the passing
of this resolution unless previously renewed, varied or revoked by the Company
in general meeting.

 

 

 

Ends.

 

 

Conor Ryan

Group Company Secretary

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