Metro Bank plc: Result of Court Meeting and General Meeting

             Metro Bank PLC (LSE: MTRO LN)

26 April 2023

Metro Bank PLC (“Metro Bank”)

Legal Entity Identifier: 213800X5WU57YL9GPK89

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

CAPITALISED TERMS DEFINED IN THE SCHEME DOCUMENT AND PROSPECTUS HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS ANNOUNCEMENT.

Proposed introduction of Metro Bank Holdings PLC as a new non-operating bank holding company of the Metro Bank Group which will be effected by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 and admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange.

Results of voting at the MB Court Meeting and MB General Meeting

On 22 March 2023, Metro Bank PLC published a scheme document (the “Scheme Document”) relating to Metro Bank’s proposed introduction of Metro Bank Holdings PLC as a new holding company above the Metro Bank Group by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

Metro Bank is pleased to announce that, at the meeting convened pursuant to an order of the Court (the “MB Court Meeting”) and at the general meeting which took place immediately following the MB Court Meeting (the “MB General Meeting”) in relation to the Scheme, the resolution was passed by the requisite majority and accordingly the Scheme was approved.

MB Court Meeting

The resolution to approve the Scheme was passed by a majority in number of Scheme Shareholders who voted, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders.

The table below sets out the results of the poll at the MB Court Meeting. Each Scheme Shareholder was entitled to one vote per Scheme Share held at the Voting Record Time:

*The total number of Scheme Shares in issue at the Voting Record Time was 172,613,878.

**The total number of Scheme Shareholders voting 'For' and 'Against' the resolution exceeds the total number of Scheme Shareholders who voted, as 8 registered members gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Scheme Shares and against the resolution in respect of another part of their holding of Scheme Shares.

MB General Meeting

The special resolution as set out in the notice of the MB General Meeting included in the Scheme Document was passed by the requisite majority of shareholders by way of poll. The purpose of the special resolution was to: approve and implement the Scheme (including, without limitation, the amendment of Metro Bank’s articles of association to facilitate the implementation of the Scheme; authorising the directors of Metro Bank to take all required actions in connection with the Scheme); to approve certain other changes to Metro Bank’s articles of association; and the authority to allot and issue the Special Share wholly for cash.

The table below sets out the results of the poll at the MB General Meeting. Each MB Shareholder was entitled to one vote per Old MB Share held at the Voting Record Time.

Timetable

Implementation of the Scheme remains subject to the satisfaction of certain conditions which are set out in Part II (Explanation of the Scheme and its Effects) of the Scheme Document. These include the sanction of the Scheme by the Court at a hearing which is currently expected to take place on or around 17 May 2023.

The Scheme is then currently expected to become effective on or around 6:30 p.m. on 19 May 2023.

A copy of the special resolution passed at the MB General Meeting will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

For more information, please contact:

Metro Bank PLC Investor Relations

Jo Roberts

+44 (0) 20 3402 8900

IR@metrobank.plc.uk

Metro Bank PLC Media Relations

Tina Coates / Mona Patel

+44 (0) 7811 246016 / +44 (0) 7815 506845

pressoffice@metrobank.plc.uk

Teneo

Charles Armitstead / Haya Herbert Burns

+44 (0)7703 330269 / +44 (0) 7342 031051

metrobank@teneo.com

RBC Capital Markets (Sponsor to Metro Bank)

Rupert Walford / Elliot Thomas / Kathryn Deegan

+44 (0) 20 7653 4000

ENDS

About Metro Bank

Metro Bank services 2.7 million customer accounts and is celebrated for its exceptional customer experience. It is the highest rated high street bank for overall service quality for personal customers and the best bank for service in-store for personal and business customers, in the Competition and Markets Authority’s Service Quality Survey in February 2023. Metro Bank has also been awarded “2023 Best Lender of the Year – UK” in the M&A Today, Global Awards, “Best Mortgage Provider of the Year” in 2022 MoneyAge Mortgage Awards, “Best Business Credit Card” in 2022 Moneynet Personal Finance Awards, “Best Business Credit Card 2022”, Forbes Advisor, “Best Current Account for Overseas Use” by Forbes 2022 and accredited as a top ten Most Loved Workplace 2022.  It was “Banking Brand of The Year” at the Moneynet Personal Finance Awards 2021 and received the Gold Award in the Armed Forces Covenant’s Employer Recognition Scheme 2021.

The community bank offers retail, business, commercial and private banking services, and prides itself on giving customers the choice to bank however, whenever and wherever they choose, and supporting the customers and communities it serves. Whether that’s through its network of 76 stores open seven days a week, 362 days a year; on the phone through its UK-based contact centres; or online through its internet banking or award-winning mobile app, the bank offers customers real choice.

Metro Bank PLC. Registered in England and Wales. Company number: 6419578. Registered office: One Southampton Row, London, WC1B 5HA. ‘Metrobank’ is the registered trademark of Metro Bank PLC.

It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Eligible deposits are protected by the Financial Services Compensation Scheme. For further information about the Scheme refer to the FSCS website www.fscs.org.uk. All Metro Bank products are subject to status and approval.

Metro Bank PLC is an independent UK bank – it is not affiliated with any other bank or organisation (including the METRO newspaper or its publishers) anywhere in the world. Please refer to Metro Bank using the full name.