Result of AGM

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    [phone]  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

End of Announcement	EQS News Service