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.
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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