Announcement of Open Offer Terms and Timetable

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published tomorrow by permanent tsb Group Holdings plc ("PTSB", or the "Company") in connection with, inter alia, the proposed Open Offer, Admission and Open Offer Admission (as each term is defined below) expected to be published by the Company in due course in connection with the Open Offer. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of each of the Prospectus and Circular will, following publication, be available for inspection from PTSB's website at www.permanenttsbgroup.ie.

For immediate release

27 April 2015

permanent tsb Group Holdings plc

Announcement of Open Offer Terms and Timetable

Following its capital raising update announcement on 14 April 2015, in which PTSB confirmed (i) its intention to raise €400 million of gross proceeds through a placing of new ordinary shares in the Company to institutional investors (the "Placing") and to issue €125 million of additional tier 1 capital instruments ("AT1 Securities") (together, the "Capital Raise"); and (ii) that Qualifying Shareholders (other than the Minister for Finance, who has waived his Open Offer Entitlements in respect of the Open Offer) will be able to subscribe for additional new ordinary shares at the same price as available to institutional investors in the Placing by way of an open offer (the "Open Offer"), the Company today announces the expected terms and timetable for the Open Offer.

PTSB today confirms that it is seeking to raise up to €12.3 million of gross proceeds through the Open Offer discussed below at the price of €4.50 per new ordinary share, which is the announced final offer price of the Placing.

Defined terms used in this announcement have, save where otherwise stated, the same meaning as set out in the Prospectus.

Under the terms of the Open Offer, Qualifying Shareholders' Open Offer Entitlements will be calculated on the basis of 1 new ordinary share for every 1 existing ordinary share held as at 6.00 p.m. on 24 April 2015. Accordingly any Qualifying Shareholder taking up its full entitlement under the Open Offer will not have its proportionate shareholding in the Company diluted as a result of the Placing but will in fact increase their proportionate holding in the Company relative to what was held by such Qualifying Shareholder on the Record Date.

The Open Offer is conditional upon:

· Admission becoming effective by not later than 8.00 a.m. on 5 May 2015 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 19 May 2015); and

· Open Offer Admission (being admission of the Open Offer Shares) becoming effective by not later than 8.00 a.m. on 18 May 2015 (or such later date as the Company and the Sponsor and the Global Co-ordinator may agree, not being later than 3 June 2015); and

· The Placing and Open Offer Agreement having become unconditional in respect of the Open Offer and not having been terminated in accordance with its terms.

"Admission" means admission of the existing ordinary shares and of the new ordinary shares to be issued in connection with the Placing to the Official Lists (primary listing on the Official List of the ISE and standard listing on the Official List of the FCA) and to trading on the regulated market (main securities market) for listed securities of the ISE and the main market for listed securities of the LSE becoming effective in accordance with the relevant Listing Rules.

"Open Offer Admission" means admission of the new ordinary shares to be issued in connection with the Open Offer to the Official Lists (primary listing on the Official List of the ISE and standard listing on the Official List of the FCA) and to trading on the regulated market (main securities market) for listed securities of the ISE and the main market for listed securities of the LSE becoming effective in accordance with the relevant Listing Rules.

"Qualifying Shareholders" means shareholders on the register of members of the Company at 6.00 p.m. on 24 April 2015, with the exception of shareholders located in, or whose registered address is in, an Excluded Territory.

"Excluded Territory" means each of the United States, Australia, Canada, Japan, New Zealand, Saudi Arabia, Serbia, South Africa and Switzerland and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulation.

Expected Timetable of Principal Events

Each of the times and dates is subject to change without further notice. Please refer to the notes for this timetable set out below.

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned in the Prospectus, the Application Form and in any other document issued in connection with the Capital Raise are subject to change by the Company, in which event details of the new times and dates will be notified to the Irish Stock Exchange and where appropriate, to Qualifying Shareholders by way of an announcement issued via a Regulatory Information Service.

(2) Shareholders should note that any existing ordinary shares sold prior to the close of business on 27 April, 2015, the last day on which the existing ordinary shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.

(3) References to times in this timetable are to Dublin times unless otherwise stated.

Enquiries

DISCLAIMERS

This announcement has been issued by the Company and is the sole responsibility of the Company. None of the Minister for Finance, the Department of Finance, the Government of Ireland, the National Treasury Management Agency or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser (including without limitation legal and financial advisors and the Banks) of any such person (each such person, a "relevant person" for the purposes of this paragraph) accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement. Each relevant person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement. No relevant person has authorised or will authorise the contents of this announcement, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by this announcement

Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company does not intend to register any securities referred to herein under the applicable securities laws of the United States or to conduct a public offering of any securities in the United States. This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, Saudi Arabia, Serbia, South Africa or Switzerland or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Shareholders located in the Excluded Territories will not be able to participate in the Open Offer. This announcement is not directed to, or intended for distribution or use by, any person who is located in, or whose registered address is in, an Excluded Territory. Nothwithstanding the foregoing, the Company reserves the right to permit any person to apply for Open Offer Shares, in its sole and absolute discretion, if the Company is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to any restrictions in question in such Excluded Territories.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "target", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the current view of the Company (together with its subsidiaries, the "Group") with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions including those relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company or the Group will generate a particular rate of return.

Each of Deutsche Bank AG, London Branch, J&E Davy, and their respective affiliates (together, the "Banks"), the Company and each Group company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of new ordinary shares pursuant to the proposed Open Offer should be made solely on the basis of the information contained in the Prospectus before purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus to be issued by the Company. This announcement has not been approved by the Central Bank of Ireland, the FCA or any other competent regulatory authority.

The Open Offer timetable, including the date of Admission and Open Offer Admission, is subject to change and may be influenced by a range of circumstances such as market conditions. There is no guarantee that admission of the new ordinary shares expected to be issued pursuant to the Open Offer to (i) the primary listing segment of the Official List of the ISE and to trading on the main market for listed securities of the ISE and (ii) the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE will occur and you should not base your financial decisions on the Company's intentions in relation to any such admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. The ordinary shares of the Company are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the ordinary shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Open Offer. The value of ordinary shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Deutsche Bank AG, which is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority (the "PRA"), is subject to supervision by the European Central Bank and by BaFin, Germany's Financial Supervisory Authority, and is subject to limited regulation in the UK by the FCA and PRA and J&E Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland is acting exclusively for the Company and no one else in connection with the Placing or the Open Offer.

None of the Banks, the Company or any of their respective directors, officers, employees, advisers, agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.