REG-Metro Bank Holdings PLC Result of AGM

Metro Bank HoldingsAnnouncement

21/05/2024 15:15

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Metro Bank Holdings PLC (MTRO)
Result of AGM

21-May-2024 / 15:09 GMT/BST

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                                                                 Metro Bank Holdings
                                                                  PLC (LSE: MTRO LN)

                                                                         21 May 2024

 

 

Metro Bank Holdings PLC (the "Company")

 

Legal Entity Identifier: 984500CDDEAD6C2EDQ64

                                          

                              METRO BANK HOLDINGS PLC
                                   Result of AGM

21 May 2024: Metro Bank Holdings PLC  (the “Company”) announces that, at the  Annual
General Meeting of shareholders held earlier today, Resolutions 1 to 17  (inclusive)
were passed  as  Ordinary  Resolutions.  Resolution  20  was  passed  as  a  Special
Resolution. The results of the poll voting on all resolutions are summarised below.

As stated in the Company's AGM Notice and under Listing Rule 9.2.2E, a resolution to
elect or re-elect an Independent Director must  be passed by both a majority of  the
independent shareholders  (excluding the  Company's controlling  shareholder) and  a
majority of  all  shareholders.  In order  to  determine  this, votes  cast  by  the
independent shareholders were counted  separately in respect  of the re-election  of
the Independent Directors and the results of that separate count are set out below.

 

                     VOTES             VOTES             VOTES     % of     VOTES
   RESOLUTION         FOR       %     AGAINST     %      TOTAL    ISC***  WITHHELD
                                                                  VOTED     ****
      To receive
       the 2023
 1      Annual    528,487,572 99.92   413,758   0.08  528,901,330 78.62%  1,388,216
      Report and
       Accounts
      To approve
     the binding
 2    Directors’  529,109,540 99.85   805,150   0.15  529,914,690 78.77%   374,856
     Remuneration
        Policy
      To approve
         the
 3    Directors’  527,225,453 99.49  2,689,242  0.51  529,914,695 78.77%   374,851
     Remuneration
        Report
     To authorise
     the Board to
      remove any
       maximum
        ratio
     between the
 4   variable and 529,090,885 99.85   805,393   0.15  529,896,278 78.77%   393,268
      the fixed
      components
     of the total
     remuneration
        of any
       relevant
       employee
      To approve
      amendments
 5      to the    529,194,165 99.87   691,589   0.13  529,885,754 78.77%   403,792
       Deferred
       Variable
     Reward Plan
      To approve
      amendments
 6   to the Long  173,470,277 99.60   703,063   0.40  174,173,340 25.89% 356,116,206
         Term
      Incentive
         Plan
     Re-election
 7    of Robert   524,710,688 99.02  5,170,208  0.98  529,880,896 78.77%   408,650
        Sharpe
     Re-election
 8    of Daniel   529,240,498 99.85   795,218   0.15  530,035,716 78.79%   253,830
       Frumkin
     Re-election
 9   of Catherine 528,890,945 99.81   996,225   0.19  529,887,170 78.77%   402,376
        Brown
     Re-election
 10    of Paul    528,834,169 99.80  1,047,015  0.20  529,881,184 78.77%   408,362
        Thandi
     Re-election
 11   of Michael  529,302,649 99.89   581,748   0.11  529,884,397 78.77%   405,149
        Torpey
     Re-election
 12  of Nicholas  529,274,016 99.89   606,886   0.11  529,880,902 78.77%   408,644
        Winsor
     Re-election
 13   of Dorita   529,230,239 99.88   654,163   0.12  529,884,402 78.77%   405,144
       Gilinski
 14   Re-Appoint  529,395,893 99.91   499,207   0.09  529,895,100 78.77%   394,446
       Auditor
      Authorise
      the Audit
     Committee to
 15   determine   529,384,484 99.91   502,867   0.09  529,887,351 78.77%   402,195
         the
      Auditor’s
     remuneration
      Authorise
         the
 16   political   529,087,552 99.81   980,911   0.19  530,068,463 78.79%   221,083
      donations
         and
     expenditure
 17  Authority to 529,314,174 99.86   753,176   0.14  530,067,350 78.79%   222,196
     allot shares
     Authority to
18*    disapply   172,324,725 32.52 357,575,078 67.48 529,899,803 78.77%   389,743
     pre-emption
        rights
      Additional
     authority to
19*    disapply   172,324,815 32.58 356,574,814 67.42 528,899,629 78.62%  1,389,917
     pre-emption
        rights
      Authorise
       reduced
      notice of
20**   general    528,338,268 99.70  1,580,086  0.30  529,918,354 78.77%   371,192
       meeting
      other than
        an AGM

 

Votes cast by independent shareholders

 

     INDEPENDENT          VOTES            VOTES           VOTES     % of    VOTES
     RESOLUTIONS           FOR       %    AGAINST   %      TOTAL    ISC*** WITHHELD
                                                                    VOTED    ****
     Re-election of
9    Catherine Brown   173,167,031 99.43  996,225  0.57 174,163,256 54.94%  402,376

      (Independent)
   Re-election of Paul
10       Thandi        173,110,255 99.40 1,047,015 0.60 174,157,270 54.94%  408,362

      (Independent)
     Re-election of
11   Michael Torpey    173,578,735 99.67  581,748  0.33 174,160,483 54.94%  405,149

      (Independent)
     Re-election of
12   Nicholas Winsor   173,550,102 99.65  606,886  0.35 174,156,988 54.94%  408,644
      (Independent)

 

* Proposed as a special resolution.

 

** Passed as a special resolution.

 

*** Issued Share Capital

 

**** Votes  'withheld'  have not  been  included in  the  calculation of  whether  a
resolution is carried. Percentages have been rounded to two decimal places.
 

Metro Bank will consult with those shareholders who voted against resolutions 18 and
19, to  understand their  specific concerns.  In accordance  with the  UK  Corporate
Governance Code, the Company will publish a further statement detailing the  outcome
of its  shareholder  engagement in  relation  to these  resolutions,  including  any
actions taken as a result, within six months of the 2024 AGM.

The number of  Ordinary Shares in  issue on 21  May 2024 (excluding  shares held  in
Treasury) was 672,731,971. Shareholders are entitled to one vote per share.

A copy of  the above results  will shortly  be available on  the investor  relations
section of Metro Bank Holdings PLC's website.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed as  Special
Business at the AGM have been submitted  to the National Storage Mechanism and  will
be       available       in       due       course       for       viewing        at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Enquiries

 

Metro Bank Holdings PLC      

 

Clare Gilligan

Company Secretary    +44 (0) 2034028385 

 

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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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   ISIN:           GB00BMX3W479
   Category Code:  RAG
   TIDM:           MTRO
   LEI Code:       984500CDDEAD6C2EDQ64
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   322945
   EQS News ID:    1907979


    
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