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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