Permanent TSB Group Holdings PLC Result of AGM (7756E)

TIDMIL0A

RNS Number : 7756E

Permanent TSB Group Holdings PLC

10 May 2017

PERMANENT TSB GROUP HOLDINGS PLC

Result of Annual General Meeting (AGM)

The Directors of the Company wish to announce that each of the resolutions proposed at the AGM of the Company held on Wednesday 10 May 2017 were passed. The full text of each resolution was included in the notice of the AGM circulated to shareholders on 12 April 2017.

A summary of poll results for this meeting will shortly be available on the Company's website at:

http://www.permanenttsbgroup.ie/investors/shareholder-services/annual-general-meeting/2017.aspx

In accordance with the Irish listing rule 6.6.3 the full text of all resolutions (other than resolutions concerning ordinary business) passed by the meeting are set out below:

Resolution 5

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) up to an aggregate nominal amount of EUR75,024,756 representing approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as at 03 April 2017 (excluding treasury shares). The authority hereby conferred shall commence at the time of the passing of this Resolution and shall expire at the conclusion of the next AGM 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.

Resolution 6

Subject to and conditional upon Resolution 5 of the Notice of AGM being passed, 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 5 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 AGM 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 such power being limited to:

a) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or other invitation to or in favour 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 scheme or share incentive plans then in force) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be 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 (including dealing with any fractional entitlements and/or arising in respect of any overseas shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory;

b) and/or the allotment of equity securities up to a maximum aggregate nominal value of EUR11,367,387, which represents approximately 5% of the issued ordinary share capital of the Company as at the close of business on 03 April 2017;

Resolution 7

Subject to and conditional upon Resolution 5 of the Notice of AGM being passed and in addition and without prejudice to or limitation of any power and authority granted under resolution 6 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 5 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 AGM of the Company after the passing of this Resolution or 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 such power being limited to:

a) the allotment of equity securities up to a maximum aggregate nominal value of EUR11,367,387, which represents approximately 5% of the issued ordinary share capital of the Company as at the close of business on 03 April 2017; and

b) used only 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 capital investment of a kind contemplated by the Statement of Principles on Disapplying the Pre-Emption Rights most recently published by the Pre-Emption Group and in effect prior to the date of this Notice of AGM.

Resolution 8

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 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 as at close of business 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 the lower of:

i. 5% above the higher of the average of the closing prices of the Company's ordinary shares taken from the Irish Stock Exchange Daily Official List and the average of the closing prices of the Company's ordinary shares taken from the London Stock Exchange Daily Official List, in each case for the five business days 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; and

ii. (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 on close of business on the date of the next AGM of the Company after the date of passing this Resolution or 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.

Resolution 9

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 Main Securities Market Listing Rules issued by the Irish Stock Exchange) operated by the Company, or in all treasury share shall be issued 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 Irish Stock Exchange Daily Official List and the average of the closing prices of the Company's ordinary shares taken from the London Stock Exchange Daily Official List 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 on close of business on the date of the next AGM of the Company or on the date which is 15 months of 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.

Resolution 10

That, subject to and with the confirmation of the High Court in accordance with sections 84 and 85 of the Companies Act 2014, the share capital of the Company be reduced in the following manner:-

a) subject to (b) below, the entire of the amount standing to the credit of the share premium account of the Company immediately preceding the passing of this resolution or such lesser amount as the High Court may determine, be cancelled and extinguished such that the reserve resulting from such cancellation be treated as profits available for distribution in accordance with section 117 of the Companies Act 2014; and

b) the Directors of the Company (or any duly authorised committee thereof) be and they are hereby authorised to determine, on behalf of the Company, to proceed to seek the confirmation of the High Court to a reduction of the share premium account for such lesser amount or number as the Directors of the Company (or any duly authorised committee thereof) may approve in their absolute discretion, or to determine not to proceed to seek confirmation of the High Court at all in pursuance of paragraph (a) above.

Resolution 11

That, subject to and with the confirmation of the High Court in accordance with sections 84 and 85 of the Companies Act 2014, and subject to any necessary consents or approvals having been obtained from the Central Bank of Ireland and the European Central Bank or the Directors of the Company (or any duly authorised committee thereof) otherwise being satisfied that the Central Bank of Ireland and the European Central Bank have no objection thereto, the share capital of the Company be reduced in the following manner:

a) the 3,562,883,512 issued deferred shares of _EUR0.289 each in the capital of the Company having an aggregate nominal capital of _EUR1,029,673,335 (being the entire of the deferred shares in issue) be cancelled and extinguished; and, of the _EUR1,029,673,335 reserve arising as a result of such cancellation and extinguishment and subject as hereinafter provided, EUR1,500,000 (being the sum in the Company's articles of association referable thereto) be paid to the holders of those deferred shares pro rata and pari passu as between them and the balance of such reserve so arising (being EUR1,028,173,335) be treated as a realised profit in accordance with section 117 of the Companies Act 2014 provided that: (i) all fractional amounts to be distributed to a holder shall be rounded as the Directors may determine and on the basis that any amount of EUR0.005 or upwards (but less than EUR0.01) will be rounded upwards to the nearest EUR0.01; (ii) amounts of less than EUR0.01 per relevant holder will not be so distributed but shall be retained for the benefit of the Company; (iii) any amounts over EUR0.01 shall be paid to the relevant holders on the cancellation of the deferred shares or as soon thereafter as is reasonably practicable in accordance with the terms of article 116 of the articles of association and in any manner and circumstances permitted thereunder; and

b) the Directors of the Company (or any duly authorised committee thereof) be and they are hereby authorised to determine, on behalf of the Company, to proceed to seek the confirmation of the High Court of cancellation and extinguishment of the deferred shares by such lesser amount or number as the Directors of the Company (or any duly authorised committee thereof) may approve in their absolute discretion, or to determine not to proceed to seek confirmation of the High Court at all in pursuance of paragraph (a) above.

Resolution 12

That the authorised share capital of the Company be and is hereby reduced from EUR25,150,599,999.94 divided into 1,550,000,000 Ordinary Shares of EUR0.50 each and 84,344,636,678 Deferred Shares of EUR0.289 each to EUR775,000,000 divided into 1,550,000,000 Ordinary Shares of EUR0.50 each by the cancellation of 80,781,753,166 authorised but unissued Deferred Shares of EUR0.289 each.

Resolution 13

That, subject to and conditional upon Resolution 11 and Resolution 12 of the Notice of AGM being passed the memorandum and articles of association of the Company be amended in the following manner:

a) Clause 5 of the memorandum of association be deleted in its entirety and replaced with the following:

"The share capital of the Company is EUR775,000,000 divided into 1,550,000,000 Ordinary Shares of EUR0.50 each."

b) Article 2(a) of the articles of association of the Company be deleted in its entirety and be replaced with the following:

"The share capital of the Company is EUR775,000,000 divided into 1,550,000,000 Ordinary Shares of EUR0.50 each.";

   c)     Article 2(b) of the articles of association be deleted in its entirety; 

d) Article 6 (b) of the articles of association of the Company be deleted in its entirety and be replaced with the following:

"(b) The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto or by the purchase, redemption or acquisition by the Company of any of its own shares."; and

e) Article 11(a) of the articles of association of the Company be deleted in its entirety and be replaced with the following:

"(a) Subject to the provisions of Article 11 (b) of these Articles, every Member shall in the case of shares held in certificated form be entitled without payment to receive within two months after allotment or lodgement of a transfer to him of the shares in respect of which he is so registered (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable out of pocket expenses as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. The Company shall not be bound to register more than four persons as joint Holders of any share (except in the case of executors or trustees of a deceased Member). Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing number (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be obliged to issue a certificate to a Member following any consolidation, subdivision or other redenomination or reorganisation of share capital, unless specifically requested in writing to do so by the Member, in which case the Company shall complete and have ready for delivery such a certificate within a period of 2 months from the date of receipt of such request by the Company.".

f) Article 116 of the articles of association be amended by the replacement of the heading thereof with the following: "Payments to Members"

g) Article 54 of the articles of association be amended by the replacement of the first line thereof with the following: "The business of the annual general meeting may include:"

Ends.

Ciarán Long

Group Secretary

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May 10, 2017 11:45 ET (15:45 GMT)