INFORMATION MEMORANDUM dated 29 April 2015 Permanent tsb p.l.c. (a limited liability company registered in Dublin under No. 222332) €125,000,000 Fixed Rate Resettable Additional Tier 1 Securities Issue price: 100.029 per cent. The €125,000,000 Fixed Rate Resettable Additional Tier 1 Securities (the "Securities") will be issued by Permanent tsb p.l.c. ("Permanent tsb" or the "Issuer") on or about 6 May 2015 (the "Issue Date"). The Securities will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 1 April 2021 (the "First Reset Date"), at a rate of 8.625 per cent. per annum and thereafter at the relevant Reset Interest Rate as provided in Condition 5. Interest will be payable on the Securities annually (save for the first short interest period from the Issue Date until 1 April 2016) in arrear on 1 April in each year, provided that the Issuer may elect to cancel any interest payment (in whole or in part) at its full discretion, and must cancel payments of interest (i) in the circumstances described in Condition 5.1 or 8.1 and/or (ii) if and to the extent that such payment could not be made in compliance with the Solvency Condition as defined in Condition 3.2. Any interest which is so cancelled will not accumulate or be payable at any time thereafter, no amount will become due from the Issuer in respect thereof and cancellation thereof shall not constitute a default for any purpose on the part of the Issuer. Upon the occurrence of a Trigger Event, the Securities will be immediately and mandatorily redeemed as of the Conversion Date and settled (such redemption and settlement being the "Conversion" and the term "converted" shall be construed accordingly) by the allotment, issue and delivery by Permanent TSB Group Holdings plc (the "Parent") of fully paid registered ordinary shares of the Parent to the Securityholders, all as more fully described in Condition 8. For so long as any Securities are outstanding, the Parent has covenanted in a Trust Deed dated 6 May 2015 (the "Trust Deed"), inter alia, to allot, issue and deliver on the Conversion Settlement Date such number of Parent Ordinary Shares to the Settlement Shares Depositary to be held for the Securityholders in respect of each outstanding Security being converted at such time as may be required in accordance with the terms and conditions of the Securities (the "Conditions"). The Securities are perpetual securities with no fixed redemption date, and the Securityholders have no right to require the Issuer to redeem or purchase the Securities at any time. The Issuer may, in its discretion but subject to Supervisory Permission, and compliance with the Solvency Condition, elect to (a) redeem all (but not some only) of the Securities at their principal amount, together with interest accrued and unpaid from and including the immediately preceding Interest Payment Date up to (but excluding) the redemption date, (i) on the First Reset Date or on any Interest Payment Date thereafter or (ii) at any time following the occurrence of a Tax Gross-Up Event (as defined in Condition 20) or a Capital Disqualification Event (as defined in Condition 7.3) which is continuing, or (b) repurchase the Securities at any time in accordance with the then prevailing Regulatory Capital Requirements. The Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the UK Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the "TMR") other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Potential investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on pages 2 to 3 of this Information Memorandum for further information. Potential investors should read the whole of this document, in particular the "Risk Factors" set out on pages 14 to 53. Application has been made to the Irish Stock Exchange for the approval of this Information Memorandum as listing particulars. Application has been made to the Irish Stock Exchange for the Securities to be admitted to the official list and to trading on the global exchange market (the "Global Exchange Market") which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID"). The Securities will be issued in registered form and available and transferable in minimum amounts of €200,000 and integral multiples of €1,000 in excess thereof. The Securities will initially be represented by a global certificate in registered form (the "Global Certificate") and will be registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems"). Sole Structuring Advisor, Sole Co-ordinator and Lead Manager Deutsche Bank Joint Lead Manager Davy This Information Memorandum may be used only for the purposes for which it has been published. The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information in this Information Memorandum has been extracted or derived from independent sources. Where this is the case, the source has been identified. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant source, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Information Memorandum should be read and construed on the basis that such documents are incorporated in and form part of the Information Memorandum. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the offering of the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither Deutsche Bank AG, London Branch nor J&E Davy (the "Managers") nor any of their respective affiliates have authorised the whole or any part of this Information Memorandum and none of them makes any representation or warranty or accepts any responsibility as to the accuracy and completeness of the information contained in this Information Memorandum. None of the Minister for Finance of Ireland (the "Minister"), the Department of Finance of Ireland, the Irish Government, 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) 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 Information Memorandum or any document referred to in this Information Memorandum or any supplement or amendment thereto (each a "transaction document" for the purposes of this paragraph). 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 any transaction document. No relevant person has authorised or will authorise the contents of any transaction document, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by any transaction document. Neither this Information Memorandum nor any other information supplied in connection with the offering of the Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer that any recipient of this Information Memorandum or any other information supplied in connection with the offering of the Securities should purchase any Securities. Each investor contemplating purchasing any Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the offering of the Securities constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Securities in any jurisdiction where such offer or invitation is not permitted by law. Neither the delivery of this Information Memorandum nor the offering, placing, sale or delivery of the Securities shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Securities is correct as of any time subsequent to the date indicated in the document containing the same. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold or delivered within the United States or to U.S.