Update – 20 July 2026: The Irish Supreme Court has formally issued the urgent application regarding the suo motu, in limine and ex parte orders made by the Court of Appeal, accompanied by the application for expedition of the matter in light of the 30 July 2026 Scheme Meeting. Both will now be considered by the Supreme Court.

What continues to be important is this: given the uncertainty introduced by the events in the Court of Appeal (see below), it will 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 unfavourable terms.

Update – 15 July 2026: The shareholder litigants have filed an urgent application in the Irish Supreme Court, in the circumstances where:

• The Court of Appeal did not determine whether the Minister and non-Minister shareholders form one class or separate classes; did not validate the proposed single-class meeting; did not determine that the Minister's committed 57.5% vote may properly be aggregated with uncommitted shareholders; and certainly did not make the Transaction inevitable.

• The events in the Court of Appeal have now introduced an additional uncertainty into the process, which means that it will 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).

The Supreme Court application states, inter alia:

“In the interest of justice, the Supreme Court should not allow that a hearing-ready “arguable appeal” be struck out suo motu, in limine and ex parte, without prior warning, without any strike-out motion, without determining the appeal was frivolous, vexatious or bound to fail, and without merits determination, after the CoA refused without reasons the medically-grounded remote participation, while refusing to adjudicate on papers or grant a short adjournment.”

“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.”

The email to the Supreme Court stated, inter alia:

“The underlying matter concerns a live Scheme of Arrangement under Part 9 of the Companies Act 2014 and, in particular, matters affecting the Scheme Meeting scheduled for 30 July 2026. For that reason, the Appellants seek urgent priority treatment, as set out in section 11 of the attached application.

The Appellants immediately — on 8 July — urgently requested perfection of the Court of Appeal order made on 8 July 2026. The Appellants have also provided the Court of Appeal Registrar with the attached draft perfected order reflecting the attached transcript. However, no perfected order has yet issued, even though a week has passed since the order was made and even though the matter is objectively extremely urgent. The practical effect is grave: having been shut out at Court of Appeal level through no fault of their own, the Appellants are now being impeded in seeking urgent access to the Supreme Court in a time-critical matter affecting 12,000 shareholders globally, because the application would ordinarily have to be accompanied by the perfected order that has not yet been perfected by the Court of Appeal despite the circumstances.

The most fundamental tenets of a fair trial under Article 6(1) ECHR are therefore engaged. The Appellants are not seeking indulgence. They are seeking practical access to court before the Scheme timetable renders that access nugatory.”

Update – 13 July 2026: The shareholder litigants submitted to the Irish Takeover Panel a second rebuttal regarding their May 2026 application. A redacted version of the rebuttal dated 12 July 2026 – with information that the Applicants are legally precluded from disclosing redacted – is available here. The rebuttal states, inter alia:

“18. The fact that, on 8 July 2026, the Irish Court of Appeal struck out appeal record no. 2026/152 suo motu, in limine and ex parte, without determining that the appeal was frivolous, vexatious or bound to fail—and after having determined on 15 May 2026 that the shareholder appellants had “demonstrated an arguable appeal”—is relevant to this Application for one reason: it materially changed the shareholder-information environment during the live offer and proxy period."

"19. The Court of Appeal did not determine whether the Minister and non-Minister shareholders form one class or separate classes; did not validate the proposed single-class meeting; did not determine that the Minister's committed 57.5% vote may properly be aggregated with uncommitted shareholders; and certainly did not make the Transaction inevitable.”

“20. The High Court's express position therefore remains central. PTSB withdrew its request for a direction that only one class be convened and elected to proceed on that basis at the risk of refusal of sanction. 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." (Emphasis added).”

“21. An urgent Practice Direction CA14 application – duly seeking, inter alia, the reopening of the appeal and the rescission or variation of the strike-out orders – was duly lodged on 9 July 2026 and is pending. Furthermore, an application for leave to appeal to the Supreme Court is pending, too. No prediction is made about the outcome. The point is that the litigation pathway and the legal significance of a one-class vote remain unsettled.” Note: The 9 July 2026 application is discussed in more detail below, with links to the relevant documents: the notice of motion, its grounding affidavit and the legal submissions.

“24. 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. The Court of Appeal has now introduced an additional uncertainty into the process by striking out suo motu, in limine and ex parte the "arguable appeal" regarding the timing of the determination of the class composition. Importantly, no matter the outcome of the 8 July Court of Appeal hearing — and in particular, given that the appeal was struck out suo motu, in limine and ex parte without any merits adjudication — the class-composition issue will hang over the vote at that Scheme Meeting (as determined by the High Court). 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).”

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 — despite the fact that the same Court determined on 15 May that the shareholder appellants had “demonstrated an arguable appeal” (Transcript, p.30, lines 1–6). 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.