Natwest Regulatory News (NWG)

07 November 2022

PERMANENT TSB GROUP HOLDINGS PLC

COMPLETION OF THE ACQUISITION OF THE ULSTER BANK RETAIL BUSINESS

Permanent TSB Group Holdings plc (the "Group" or "PTSBGH") today announces that Permanent TSB plc (the "Bank" or "PTSB"), a wholly owned subsidiary of the Group, has materially completed the acquisition of the performing non-tracker residential mortgage business (the "Residential Portfolio") of Ulster Bank Ireland DAC ("Ulster Bank") ("Completion").

The Residential Portfolio being acquired currently comprises loans with a value of €6.2 billion. Of this, c. €5.2bn is being migrated today and the remaining c. €1bn is expected to migrate in Q2 2023 but no later than Q4 2023. As a result of the acquisition, PTSB is today welcoming approximately 56,000 residential mortgage customers connected to the c. 36,000 accounts migrating to the Group.

PTSB will honour all the existing terms and conditions of their loans and is writing to all of these customers to provide them with comprehensive information about the transfer.

The transaction has increased the size of PTSB's mortgage book by approximately 40%.

PTSB has acquired today's tranche of the Residential Portfolio for c. €4.8bn of cash consideration funded from internal resources and existing funding sources, in addition to the issue of 90,893,627 PTSBGH ordinary shares of €0.50 each (the "Subscription Shares") to a subsidiary of NatWest Group plc ("NatWest") so that they hold 16.66% of the enlarged share capital of PTSBGH as of Completion. The issued share capital of PTSBGH following the admission of the Subscription Shares will be 545,589,119 ordinary shares of €0.50 each.

Admission of the Subscription Shares

Applications have been made for admission of the Subscription Shares to (a) the premium listing segment of the Official List of Euronext Dublin and to trading on its main market; and (b) the standard listing segment of the Official List of the Financial Conduct Authority of the United Kingdom and to trading on the London Stock Exchange plc's main market. It is expected that admission will become effective and that dealings will commence in the Subscription Shares at 8.00 a.m. on 8 November 2022.

Employees

113 Ulster Bank employees who were assigned to the Residential Portfolio that has been acquired by the Bank have now transferred to either the Bank or its service partner (Pepper Finance Corporation (Ireland) DAC) under the Transfer of Undertakings Regulations or terms agreed between the Bank and the employees concerned.

Approximately 230 additional Ulster Bank employees who are wholly or mainly assigned to the branches, the SME and Asset Finance businesses that are being acquired will be entitled to transfer to PTSB under the Transfer of Undertakings regulations. The final number of employees transferring will be confirmed as this element of the Transaction completes.

Customers

PTSB will write to the mortgage customers connected to the migrating Residential Portfolio in the coming weeks to provide them with comprehensive information about the transfer. PTSB has also created a dedicated customer hub www.permanenttsb.ie/ulsterbank to support these customers as they transition to PTSB.

PTSB has partnered with Pepper Finance Corporation (Ireland) DAC trading as Pepper Asset Servicing ("Pepper") to support the servicing of the Residential Portfolio. This servicing arrangement has no impact on customers.

Customers of the 25 branches PTSB is acquiring are encouraged to take action now to open a new account with PTSB ahead of these branches closing (as Ulster Bank branches) in early January 2023 and re-opening as PTSB branches in late January and February 2023. Customers can open an account online via the Permanent TSB app or make an appointment in one of PTSB's 75 locations nationwide.

Shareholder Co-Operation Agreement

On Completion, PTSBGH entered into a shareholder co-operation agreement with NatWest and the Minister for Finance of Ireland (the "Minister") in relation to a number of matters including orderly sale arrangements in relation to both the shares held by the Minister and the Subscription Shares issued to NatWest.

Completion of Acquisition of Business Direct, Asset Finance and the Branches

It is currently anticipated that the acquisition of the 25 branches, Business Direct (micro-SME) and Lombard (Asset Finance) businesses will complete in Q1 2023, but in all cases no later than 30th June 2023. This will increase the Group's branch footprint by approximately 30% and its SME lending activities by approximately 200%.

Current Account Switching

In addition to the acquisition of certain Ulster Bank assets, PTSB has now opened over 100,000 new current accounts so far in 2022, a 250% increase on the same period last year. The Bank has also opened over 35,000 new deposit accounts year to date, an increase of 80% year-on-year.

PTSB has invested heavily in attracting both switching and other categories of new customers through a range of initiatives including its market leading, award winning current account which facilitates a fast and easy digital account opening process.

Chief Executive Comment

Eamonn Crowley, Permanent TSB Chief Executive, said:

"This is a transformational day for Permanent TSB as we work towards our ambition of being Ireland's best personal and small business bank.

We extend a warm welcome to the 56,000 mortgage customers and our new colleagues who are joining us today and we want to assure them that we will give them a best-in-class mortgage offering and colleague experience, underpinned by a high-quality service and great people.

Today is a step-change for the Bank because we are growing our mortgage book by approximately 40%. Together with our imminent acquisitions of Ulster Bank's SME and asset finance businesses and 25 of its branches, we are generating greater scale and becoming a much stronger competitive force in Irish retail banking, with many more personal and SME customers, a branch presence in even more communities nationwide, and a significantly larger platform for future growth.

We will use this greater scale to bring even better offerings to our personal and business customers, winning new business with competitive, innovative, customer-friendly products and services, and fulfilling our purpose of building trust with both new and existing customers every day.

I want to acknowledge the huge efforts put in by so many people throughout Permanent TSB in making this transaction a reality. In addition, I thank the Minister for Finance and his officials; our wider shareholder base; Ulster Bank and its parent NatWest; and the regulatory and competition authorities for the support they have shown for the transaction."

For further information, please contact:

Denis McGoldrick

Investor Relations Manager

Denis.McGoldrick@permanenttsb.ie

+353 87 928 5645

Leontia Fannin

Head of Corporate Affairs & Communications

leontia.fannin@permanenttsb.ie

+353 87 973 3143

Note on forward-looking information:

This Announcement contains forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Group or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this Announcement. The Bank undertakes no obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise except as required by law or by any appropriate regulatory authority.