Result of AGM

Paragon Banking Group PLC

05 March 2025

 

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 the Company at Level 25, 20 Fenchurch Street, London, EC3M 3BY.

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 Withheld
1. To receive and consider the Company's Annual Report and Accounts for the year ended 30 September 2024, the Strategic Report and the Reports of the Directors and the Auditor.	156,995,701	99.91%	139,803	0.09%	157,135,504	77.52%	238,046
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2024, excluding the Directors' Remuneration Policy.	148,182,494	96.99%	4,594,010	3.01%	152,776,504	75.37%	4,597,046
3. To declare a final dividend of 27.2 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 7 February 2025.	157,372,694	100.00%	350	0.00%	157,373,044	77.63%	506
4. To reappoint Robert East as a director of the Company.	154,683,875	98.29%	2,688,364	1.71%	157,372,239	77.63%	1,311
5. To reappoint Nigel Terrington as a director of the Company.	157,261,584	99.93%	110,113	0.07%	157,371,697	77.63%	1,852
6. To reappoint Richard Woodman as a director of the Company.	154,994,370	98.49%	2,377,328	1.51%	157,371,698	77.63%	1,852
7. To reappoint Tanvi Davda as a director of the Company.	155,468,560	98.79%	1,903,138	1.21%	157,371,698	77.63%	1,852
8. To reappoint Peter Hill as a director of the Company.	157,363,998	100.00%	7,700	0.00%	157,371,698	77.63%	1,852
9. To reappoint Zoe Howorth as a director of the Company.	157,358,457	99.99%	13,241	0.01%	157,371,698	77.63%	1,852
10. To reappoint Alison Morris as a director of the Company.	155,469,895	98.79%	1,901,803	1.21%	157,371,698	77.63%	1,852
11. To reappoint Barbara Ridpath as a director of the Company.	155,805,003	99.00%	1,566,695	1.00%	157,371,698	77.63%	1,852
12. To reappoint Hugo Tudor as a director of the Company.	157,261,727	99.93%	109,971	0.07%	157,371,698	77.63%	1,852
13. To reappoint Graeme Yorston as a director of the Company.	155,473,752	98.79%	1,897,946	1.21%	157,371,698	77.63%	1,852
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.	157,079,569	99.88%	189,795	0.12%	157,269,364	77.58%	104,186
15. To authorise the directors to fix the remuneration of the auditor.	157,012,760	99.84%	256,502	0.16%	157,269,262	77.58%	104,288
16. To authorise political donations and political expenditure.	154,466,216	99.58%	652,661	0.42%	155,118,877	76.52%	2,254,673
17. THAT in respect of remuneration payable to Material Risk Takers for services or performance from 1 October 2024, the removal of the limit on variable remuneration, previously approved by shareholders, be approved.	157,309,230	99.97%	47,321	0.03%	157,356,551	77.63%	16,999
18. THAT the Board is generally and unconditionally authorised to allot shares in the Company.	156,032,380	99.15%	1,339,772	0.85%	157,372,152	77.63%	1,398
19. THAT the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).	157,297,236	99.95%	71,816	0.05%	157,369,052	77.63%	4,498
20. THAT the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).	157,298,371	99.96%	64,418	0.04%	157,362,789	77.63%	10,761
21. THAT the Company is generally and unconditionally authorised to make market purchases.	157,168,537	99.98%	30,611	0.02%	157,199,148	77.55%	174,402
22. 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.	157,142,206	99.86%	226,558	0.14%	157,368,764	77.63%	4,786
23. THAT the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.	157,091,968	99.83%	271,362	0.17%	157,363,330	77.63%	10,220
24. THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.	152,378,162	96.83%	4,993,449	3.17%	157,371,611	77.63%	1,939

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 UKLR 6.4.2, copies of all resolutions passed at the meeting, other than resolutions concerning ordinary business (being resolutions numbered 16 - 24), 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 810 427

5 March 2025

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 3 and 8 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 202,713,688.  This is the figure as at 3 March 2025 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.

(e)       Resolutions 1 to 18 (inclusive) were ordinary resolutions.  Resolutions 19 to 24 (inclusive) were special resolutions.

 

END