PTSB acquisition: Shareholders approve transaction

BAWAG Group AG

30 July 2026

PTSB acquisition reaches next milestone: Shareholders approve transaction with 91% support      

Vienna, July 30, 2026 - Today, the proposed acquisition of Permanent TSB Group Holdings plc ("PTSB") reached another important milestone. At today's scheme meeting, PTSB's shareholders approved the transaction with 91% of votes cast at the meeting supportive of the transaction and all related resolutions at the PTSB extraordinary general meeting ("EGM") receiving the requisite approvals. The full text of the PTSB announcement relating to the PTSB shareholder approvals, including details of the voting results on each resolution proposed at the PTSB scheme meeting and EGM, can be found here: Market Announcements | Permanent TSB.

With this approval, the transaction has reached the required shareholder majority for BAWAG Group's all-cash offer, announced in April 2026, to acquire 100% of PTSB's issued share capital.

"We would like to thank PTSB's long-term shareholders for the trust and confidence they have shown in supporting the proposed transaction. We recognize the responsibility that comes with that support and remain fully committed to delivering on our plans for the bank specifically and more broadly our investments in Ireland. We are excited about the opportunity to further build on PTSB's strong foundation as part of BAWAG Group's long-term growth strategy", comments Anas Abuzaakouk, CEO BAWAG Group.

The completion of the transaction is expected in the fourth quarter of this year or the first quarter 2027 and remains subject to satisfaction or waiver of the other conditions set out in the Scheme Document sent to PTSB shareholders dated 15 May 2026, including High Court sanction and the remaining regulatory approval.

ABOUT BAWAG GROUP

BAWAG Group (BG) is a pan-European and U.S. banking group serving more than four million customers. The Group is committed to delivering simple and intuitive banking solutions, combining its digital-first approach with an advisory-focused branch network. BAWAG is dedicated to creating long-term, sustainable value for all stakeholders by driving operational excellence, fostering customer-focused innovation, and upholding the principles of responsible banking. Through the consistent and disciplined execution of its strategy, BAWAG Group is one of Europe's financially most successful and efficient banking groups today.

BAWAG Group's Investor Relations website bawaggroup.com/ir contains further information, including financial and other information for investors.

CONTACTS - COMMUNICATION

Jutta Wimmer Head of Communication +43 (0) 5 99 05-22474 investor.relations@bawaggroup.com

This release contains "forward-looking statements" regarding the financial condition, results of operations, business plans and future performance of BAWAG Group. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," "would," "could" and other similar expressions are intended to identify these forward-looking statements. These forward-looking statements reflect management's expectations as of the date hereof and are subject to risks and uncertainties that may cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, economic conditions, the regulatory environment, loan concentrations, vendors, employees, technology, competition, and interest rates. Readers are cautioned not to place undue reliance on the forward-looking statements as actual results may differ materially from the results predicted. Neither BAWAG Group nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this report or its content or otherwise arising in connection with this document. This report does not constitute an offer or invitation to purchase or subscribe for any securities and neither it nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This statement is included for the express purpose of invoking "safe harbor provisions".

The directors of the management boards of each of BAWAG and BAWAG PSK (the "BAWAG Directors") accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the BAWAG Directors (who have taken all reasonable care to ensure that this is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, "interested" in 1% or more of any class of "relevant securities" of PTSB must make a "dealing" disclosure if the person deals in such "relevant securities" during the "offer period". A "dealing disclosure" by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (Irish time) on the "business day" following the date of the relevant "dealing". A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any "relevant securities" of PTSB.

In addition, BAWAG and any other bidder must disclose details of any "dealings" by it or any person "acting in concert" with it in "relevant securities" of PTSB by no later than 12pm (Irish time) on the "business day" following the date of the transaction.

If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of PTSB, they will be deemed to be a single person for the purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules.

A disclosure table, giving details of the companies in whose "relevant securities" "opening position disclosures" and "dealing" disclosures should be made, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for BAWAG or PTSB, respectively for the current or future financial years would necessarily match or exceed any historical published earnings or earnings per share for BAWAG or PTSB respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the acquisition.

Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on BAWAG's website

(https://www.bawaggroup.com/en/investor-relations/ptsb-formal-sale-process) by no later than 12:00 noon (Irish time) on the Business Day following the date of this Announcement.

Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this Announcement.

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

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