DJ Result of AGM
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 ****
1 To receive the 2023 Annual Report and 528,487,572 99.92 413,758 0.08 528,901,330 78.62% 1,388,216
Accounts
2 To approve the binding Directors' 529,109,540 99.85 805,150 0.15 529,914,690 78.77% 374,856
Remuneration Policy
3 To approve the Directors' Remuneration 527,225,453 99.49 2,689,242 0.51 529,914,695 78.77% 374,851
Report
To authorise the Board to remove any
4 maximum ratio between the 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
5 To approve amendments to the Deferred 529,194,165 99.87 691,589 0.13 529,885,754 78.77% 403,792
Variable Reward Plan
6 To approve amendments to the Long Term 173,470,277 99.60 703,063 0.40 174,173,340 25.89% 356,116,206
Incentive Plan
7 Re-election of Robert Sharpe 524,710,688 99.02 5,170,208 0.98 529,880,896 78.77% 408,650
8 Re-election of Daniel Frumkin 529,240,498 99.85 795,218 0.15 530,035,716 78.79% 253,830
9 Re-election of Catherine Brown 528,890,945 99.81 996,225 0.19 529,887,170 78.77% 402,376
10 Re-election of Paul Thandi 528,834,169 99.80 1,047,015 0.20 529,881,184 78.77% 408,362
11 Re-election of Michael Torpey 529,302,649 99.89 581,748 0.11 529,884,397 78.77% 405,149
12 Re-election of Nicholas Winsor 529,274,016 99.89 606,886 0.11 529,880,902 78.77% 408,644
13 Re-election of Dorita Gilinski 529,230,239 99.88 654,163 0.12 529,884,402 78.77% 405,144
14 Re-Appoint Auditor 529,395,893 99.91 499,207 0.09 529,895,100 78.77% 394,446
15 Authorise the Audit Committee to 529,384,484 99.91 502,867 0.09 529,887,351 78.77% 402,195
determine the Auditor's remuneration
16 Authorise the political donations and 529,087,552 99.81 980,911 0.19 530,068,463 78.79% 221,083
expenditure
17 Authority to allot shares 529,314,174 99.86 753,176 0.14 530,067,350 78.79% 222,196
18* Authority to disapply pre-emption 172,324,725 32.52 357,575,078 67.48 529,899,803 78.77% 389,743
rights
19* Additional authority to disapply 172,324,815 32.58 356,574,814 67.42 528,899,629 78.62% 1,389,917
pre-emption rights
20** Authorise reduced notice of 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
VOTES VOTES VOTES % of ISC*** VOTES
INDEPENDENT RESOLUTIONS FOR % AGAINST % TOTAL VOTED WITHHELD
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Re-election of Catherine Brown
9 173,167,031 99.43 996,225 0.57 174,163,256 54.94% 402,376
(Independent)
Re-election of Paul Thandi
10 173,110,255 99.40 1,047,015 0.60 174,157,270 54.94% 408,362
(Independent)
Re-election of Michael Torpey
11 173,578,735 99.67 581,748 0.33 174,160,483 54.94% 405,149
(Independent)
12 Re-election of 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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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 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
May 21, 2024 10:10 ET (14:10 GMT)
