20 Apr 2016 16:00
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 20 April 2016 were passed. The full text of each resolution was included in the notice of the AGM circulated to shareholders on 18 March 2016.
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/2016.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
To consider and, if thought fit, to pass the following as an ordinary resolution:
The aggregate ordinary remuneration of the Directors (for serving as Directors of the Company) shall be an amount not exceeding €500,000 as they may from time to time determine in accordance with the articles of association of the Company for the time being.
Resolution 6
To consider and, if thought fit, to pass the following as an ordinary resolution:
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 €75,024,756 representing 33% of the aggregate nominal value of the issued share capital of the Company as at 8 March 2016 (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 Annual General Meeting of the Company after the passing of this Resolution or 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 7
To consider and, if thought fit, to pass the following as a special resolution:
Subject to and conditional upon Resolution 6 of the Notice of AGM being duly 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 6 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 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; 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 securities in the capital of the Company (including, without limitation, any person entitled to options under any of the Company's share option scheme or share incentive plans then in force) and subject thereto by way of placing or otherwise of any securities not taken up in such issue or offer and 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 oversees shareholders) under the laws 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 €11,367,387, which represents 5% of the issued share capital of the Company as at the close of business on 8 March 2016.
Ciarán Long
Group Secretary