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Metro Bank Holdings PLC (MTRO)
Result of AGM
21-May-2024 / 15:09 GMT/BST
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.
|
RESOLUTION
|
VOTES
FOR
|
%
|
VOTES
AGAINST
|
%
|
VOTES
TOTAL
|
% of ISC***
VOTED
|
VOTES
WITHHELD
****
|
|
1
|
To receive the 2023 Annual Report
and Accounts
|
528,487,572
|
99.92
|
413,758
|
0.08
|
528,901,330
|
78.62%
|
1,388,216
|
|
2
|
To approve the binding Directors’
Remuneration Policy
|
529,109,540
|
99.85
|
805,150
|
0.15
|
529,914,690
|
78.77%
|
374,856
|
|
3
|
To approve the Directors’
Remuneration Report
|
527,225,453
|
99.49
|
2,689,242
|
0.51
|
529,914,695
|
78.77%
|
374,851
|
|
4
|
To authorise the Board to remove
any maximum ratio between the variable and the fixed components of
the total remuneration of any relevant employee
|
529,090,885
|
99.85
|
805,393
|
0.15
|
529,896,278
|
78.77%
|
393,268
|
|
5
|
To approve amendments to the
Deferred Variable Reward Plan
|
529,194,165
|
99.87
|
691,589
|
0.13
|
529,885,754
|
78.77%
|
403,792
|
|
6
|
To approve amendments to the Long
Term Incentive Plan
|
173,470,277
|
99.60
|
703,063
|
0.40
|
174,173,340
|
25.89%
|
356,116,206
|
|
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
determine the Auditor’s remuneration
|
529,384,484
|
99.91
|
502,867
|
0.09
|
529,887,351
|
78.77%
|
402,195
|
|
16
|
Authorise the political donations
and expenditure
|
529,087,552
|
99.81
|
980,911
|
0.19
|
530,068,463
|
78.79%
|
221,083
|
|
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
rights
|
172,324,725
|
32.52
|
357,575,078
|
67.48
|
529,899,803
|
78.77%
|
389,743
|
|
19*
|
Additional authority to disapply
pre-emption rights
|
172,324,815
|
32.58
|
356,574,814
|
67.42
|
528,899,629
|
78.62%
|
1,389,917
|
|
20**
|
Authorise reduced notice of
general meeting other than an AGM
|
528,338,268
|
99.70
|
1,580,086
|
0.30
|
529,918,354
|
78.77%
|
371,192
|
Votes
cast by independent shareholders
|
INDEPENDENT
RESOLUTIONS
|
VOTES
FOR
|
%
|
VOTES
AGAINST
|
%
|
VOTES
TOTAL
|
% of ISC***
VOTED
|
VOTES
WITHHELD
****
|
|
9
|
Re-election of Catherine
Brown
(Independent)
|
173,167,031
|
99.43
|
996,225
|
0.57
|
174,163,256
|
54.94%
|
402,376
|
|
10
|
Re-election of Paul
Thandi
(Independent)
|
173,110,255
|
99.40
|
1,047,015
|
0.60
|
174,157,270
|
54.94%
|
408,362
|
|
11
|
Re-election of Michael
Torpey
(Independent)
|
173,578,735
|
99.67
|
581,748
|
0.33
|
174,160,483
|
54.94%
|
405,149
|
|
12
|
Re-election of Nicholas Winsor
(Independent)
|
173,550,102
|
99.65
|
606,886
|
0.35
|
174,156,988
|
54.94%
|
408,644
|
* 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
Dissemination of a Regulatory Announcement, transmitted by EQS
Group.
The issuer is solely responsible for the content of this
announcement.
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