Paragon Banking Group PLC:
Result of Annual General Meeting
The Annual General Meeting ("AGM") of Paragon Banking Group PLC (the "Company") was held today at 9.00am at the offices of Computershare Investor Services PLC, Moor House, 3rd Floor, 120 London Wall, London, EC2Y 5ET.
All resolutions were passed on a poll and the polling results for each resolution are set out below:
|
Resolutions |
Votes For |
% of Votes Cast For |
Votes Against |
% of Votes Cast Against |
Votes Total |
% of ISC Voted |
Votes |
|
1. To receive and consider the Company's Annual Report and Accounts for the year ended 30 September 2023, the Strategic Report and the Reports of the Directors and the Auditor.
|
175,371,020 |
100.00% |
7,674 |
0.00% |
175,378,694 |
81.72% |
253,700 |
|
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2023, excluding the Directors' Remuneration Policy.
|
166,004,920 |
95.81% |
7,256,290 |
4.19% |
173,261,210 |
80.73% |
2,371,184 |
|
3. To declare a final dividend of 26.4 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 1 February 2024.
|
175,631,800 |
100.00% |
594 |
0.00% |
175,632,394 |
81.83% |
- |
|
4. To appoint Zoe Howorth as a director of the Company.
|
175,619,503 |
99.99% |
11,835 |
0.01% |
175,631,338 |
81.83% |
1,056 |
|
5. To reappoint Robert East as a director of the Company. |
171,579,738 |
97.69% |
4,052,132 |
2.31% |
175,631,870 |
81.83% |
524 |
|
6. To reappoint Nigel Terrington as a director of the Company.
|
175,526,141 |
99.94% |
105,742 |
0.06% |
175,631,883 |
81.83% |
511 |
|
7. To reappoint Richard Woodman as a director of the Company.
|
172,950,874 |
98.47% |
2,679,537 |
1.53% |
175,630,411 |
81.83% |
1,942 |
|
8. To reappoint Tanvi Davda as a director of the Company. |
173,482,980 |
98.78% |
2,148,748 |
1.22% |
175,631,728 |
81.83% |
666 |
|
9. To reappoint Peter Hill as a director of the Company.
|
175,620,546 |
99.99% |
11,285 |
0.01% |
175,631,831 |
81.83% |
563 |
|
10. To reappoint Alison Morris as a director of the Company.
|
173,279,579 |
98.66% |
2,352,343 |
1.34% |
175,631,922 |
81.83% |
472 |
|
11. To reappoint Barbara Ridpath as a director of the Company. |
173,488,285 |
98.78% |
2,143,443 |
1.22% |
175,631,728 |
81.83% |
666 |
|
12. To reappoint Hugo Tudor as a director of the Company. |
173,961,386 |
99.05% |
1,670,538 |
0.95% |
175,631,924 |
81.83% |
470 |
|
13. To reappoint Graeme Yorston as a director of the Company. |
173,275,682 |
98.66% |
2,356,240 |
1.34% |
175,631,922 |
81.83% |
472 |
|
14. To reappoint KPMG LLP as auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which Accounts are laid before the members.
|
175,503,508 |
99.93% |
120,466 |
0.07% |
175,623,974 |
81.83% |
8,420 |
|
15. To authorise the directors to fix the remuneration of the auditor.
|
175,604,023 |
99.99% |
23,330 |
0.01% |
175,627,353 |
81.83% |
5,041 |
|
16. To authorise political donations and political expenditure. |
172,193,251 |
99.55% |
785,317 |
0.45% |
172,978,568 |
80.60% |
2,653,826 |
|
17. THAT the Board is generally and unconditionally authorised to allot shares in the Company.
|
173,199,771 |
98.62% |
2,431,937 |
1.38% |
175,631,708 |
81.83% |
686 |
|
18. THAT, subject to the passing of Resolution 17, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).
|
175,539,749 |
99.95% |
92,102 |
0.05% |
175,631,851 |
81.83% |
543 |
|
19. THAT, subject to the passing of Resolution 17, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).
|
175,419,804 |
99.88% |
212,079 |
0.12% |
175,631,883 |
81.83% |
511 |
|
20. THAT the Company is generally and unconditionally authorised to make market purchases.
|
175,350,780 |
99.98% |
27,099 |
0.02% |
175,377,879 |
81.71% |
254,515 |
|
21. THAT, the Board be authorised to allot shares and grant rights to subscribe for or to convert any security into shares in connection with the issue of Additional Tier 1 Securities.
|
175,373,593 |
99.86% |
252,322 |
0.14% |
175,625,915 |
81.83% |
6,479 |
|
22. THAT, subject to the passing of Resolution 21, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.
|
175,441,350 |
99.89% |
190,533 |
0.11% |
175,631,883 |
81.83% |
511 |
|
23. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
|
171,175,099 |
97.46% |
4,457,074 |
2.54% |
175,632,173 |
81.83% |
221 |
The full text of all of the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the Company's website, https://www.paragonbankinggroup.co.uk and at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting concerning special business (being resolutions numbered 16 - 23) will shortly be available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Carolyn Sharpe - Deputy Company Secretary
07984 810427
6 March 2024
Notes:
(a) The votes "For" include those votes giving the Chair of the Board discretion.
(b) A vote "Withheld" is not counted towards the votes cast "For" or "Against" a resolution.
(c) For resolutions 1 and 3 as the results are reported to two decimal places the percentage of votes "For" is shown as 100.00% and "Against" as 0.00% as there were insufficient votes lodged "Against" to register.
(d) The issued share capital figure used to calculate the percentage voted is 214,622,103. This is the figure as at 4 March 2024 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.
(e) Resolutions 1 to 17 (inclusive) were ordinary resolutions. Resolutions 18 to 23 (inclusive) were special resolutions.
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