BASE PROSPECTUS PERMANENT TSB GROUP HOLDINGS P.L.C. (Incorporated and registered in Ireland under the Irish Companies Acts with registered number 474438) PERMANENT TSB P.L.C. (Formerly called Irish Life & Permanent plc) (Incorporated and registered in Ireland under the Irish Companies Acts with registered number 222332) €15,000,000,000 Euro Note Programme _________________________________ Under the Euro Note Programme described in this Base Prospectus (the "Programme"), permanent tsb Group Holdings p.l.c. ("PTSB Holdings") and permanent tsb p.l.c. ("PTSB") (each an "Issuer" and together, the "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer(s) (as defined below). The maximum aggregate nominal amount of Notes outstanding under the Programme will not at any time exceed €15,000,000,000 (or the equivalent in other currencies), subject to any increase as provided herein. Notes issued by the Issuers may be (i) Senior Notes or (ii) Tier 2 Capital Notes (each as defined under "Terms and Conditions of the Notes"). The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 1 and any additional Dealers appointed under the Programme from time to time, which appointment may be for a specific issue or on a continuing basis (each a "Dealer" and together the "Dealers"). This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and European law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for Notes issued under the Programme during the period of twelve months after the date hereof to be admitted to the official list of the Irish Stock Exchange (the "Official List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments ("MiFID"). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of MiFID and/or which are to be offered to the public in any Member State of the European Economic Area. This Base Prospectus constitutes a base prospectus for the purposes of the Prospectus Directive. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). For the avoidance of doubt, securities which have a maturity of less than 12 months are outside the scope of the Prospectus Directive, as stated in Article 2(1)(a) of the Prospectus Directive. Notes for which no prospectus is required to be published for any purpose under the Prospectus Directive or which fall outside Article 2(1)(a) of the Prospectus Directive do not form part of this Base Prospectus and the Central Bank has neither approved nor reviewed information contained in this Base Prospectus in connection with such Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in the final terms (the "Final Terms") which, with respect to all Notes to be admitted to the Official List, will be filed with the Central Bank. Copies of Final Terms in relation to Notes to be admitted to the Official List and admitted to trading on the Main Securities Market will also be published on the website of the Irish Stock Exchange (www.ise.ie) and Central Bank (www.centralbank.ie). Any websites referred to herein do not form part of this Base Prospectus. PTSB has a rating of Caa1 in respect of Senior Unsecured Debt and (P)Ca in respect of Subordinated Debt from Moody’s Investors Service Ltd ("Moody's") and a long term issuer credit rating of B+ (Negative outlook) from Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"). Moody's is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Standard & Poor's is established in the EEA and is registered under the CRA Regulation. Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in 177462-4-1-v4.0 - i - 70-40593791 relation to a relevant Tranche of Notes will be (1) issued by a credit rating agency established in the EEA and registered (or which has applied for registration and not been refused) under the CRA Regulation, or (2) issued by a credit rating agency which is not established in the EEA but will be endorsed by a CRA which is established in the EEA and registered under the CRA Regulation or (3) issued by a credit rating agency which is not established in the EEA but which is certified under the CRA Regulation will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency operating in the EEA before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused, or (2) the rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (3) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuers to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger and Dealer Morgan Stanley 6 May 2015 177462-4-1-v4.0 - ii - 70-40593791 IMPORTANT NOTICES Responsibility for this Base Prospectus This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and Regulation 23 of the Prospectus (Directive 2003/71/EC) Regulations 2005. None of the Minister for Finance of Ireland, the Department of Finance, the Irish Government, the National Pensions Reserve Fund Commission, 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 Base Prospectus or any document referred to in this Base Prospectus 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. Each of the Issuers accepts responsibility for the information contained in this Base Prospectus and any Final Terms for each Tranche of Notes issued under the Programme and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus (or the Final Terms, as the case may be) is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. Final Terms/Drawdown Prospectus Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by the Final Terms specific to such Tranche or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below.