Result of AGM
Metro Bank Holdings PLC announced that all 18 ordinary resolutions and 2 special resolutions were passed at its Annual General Meeting. Shareholders overwhelmingly approved the 2025 Annual Report and Accounts with 100% of votes in favour, and the Directors' Remuneration Report received 90.22% approval. Resolutions concerning the election and re-election of directors, auditor appointment, and share allotment powers also passed with significant majorities, generally exceeding 97% in favour, indicating strong shareholder support for the board and company operations.
Select text to share a quote on X · sign in to keep highlights & notes in your MTRO notes
2 June 2026: Metro Bank Holdings PLC (the “Company”) announces that, at the Annual General Meeting of shareholders held earlier today, Resolutions 1 to 18 (inclusive) were passed as Ordinary Resolutions. Resolutions 19 and 20 passed as Special Resolutions. The results of the poll voting on all resolutions are summarised below.
As stated in the Company's AGM Notice and under UK Listing Rule 6.2.8R, 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 2025 Annual Report and Accounts | 559,773,466 | 100.00% | 15,575 | 0.00% | 559,789,041 | 83.12% | 139,535 |
| 2 | To approve the Directors’ Remuneration Report | 504,888,329 | 90.22% | 54,747,039 | 9.78% | 559,635,368 | 83.10% | 293,208 |
| 3 | To elect Catherine Doran | 559,679,385 | 99.98% | 98,691 | 0.02% | 559,778,076 | 83.12% | 150,500 |
| 4 | To re-elect Robert Sharpe | 545,475,988 | 97.44% | 14,316,627 | 2.56% | 559,792,615 | 83.12% | 135,961 |
| 5 | To re-elect Daniel Frumkin | 559,037,332 | 99.85% | 826,038 | 0.15% | 559,863,370 | 83.13% | 65,206 |
| 6 | To re-elect Marc Page | 559,011,372 | 99.86% | 781,243 | 0.14% | 559,792,615 | 83.12% | 135,961 |
| 7 | To re-elect Cristina Alba Ochoa | 559,045,244 | 99.87% | 747,401 | 0.13% | 559,792,645 | 83.12% | 135,931 |
| 8 | To re-elect Catherine Brown | 553,717,788 | 98.92% | 6,072,403 | 1.08% | 559,790,191 | 83.12% | 138,385 |
| 9 | To re-elect Paul Coby | 555,034,797 | 99.15% | 4,755,359 | 0.85% | 559,790,156 | 83.12% | 138,420 |
| 10 | To re-elect Dorita Gilinski | 559,006,831 | 99.86% | 783,360 | 0.14% | 559,790,191 | 83.12% | 138,385 |
| 11 | To re-elect Jaime Gilinski Bacal | 559,028,295 | 99.86% | 764,320 | 0.14% | 559,792,615 | 83.12% | 135,961 |
| 12 | To re-elect Paul Thandi | 545,230,846 | 97.40% | 14,553,310 | 2.60% | 559,784,156 | 83.12% | 144,420 |
| 13 | To re-elect Michael Torpey | 559,255,361 | 99.90% | 534,850 | 0.10% | 559,790,211 | 83.12% | 138,365 |
| 14 | To re-appoint the Auditor | 559,666,617 | 99.97% | 167,116 | 0.03% | 559,833,733 | 83.13% | 94,843 |
| 15 | To authorise the Audit Committee to determine the Auditor’s remuneration | 559,721,235 | 99.98% | 112,564 | 0.02% | 559,833,799 | 83.13% | 94,777 |
| 16 | To authorise the political donations and expenditure | 558,582,087 | 99.77% | 1,307,196 | 0.23% | 559,889,283 | 83.14% | 39,293 |
| 17 | To authorise the Directors to allot shares | 558,350,469 | 99.72% | 1,554,144 | 0.28% | 559,904,613 | 83.14% | 23,963 |
| 18 | To authorise the Directors to allot shares in relation to Contingent Convertible Securities | 559,479,868 | 99.92% | 424,601 | 0.08% | 559,904,469 | 83.14% | 24,107 |
| 19* | To authorise the Directors to disapply pre-emption rights in relation to Contingent Convertible Securities | 555,412,838 | 99.20% | 4,490,064 | 0.80% | 559,902,902 | 83.14% | 25,674 |
| 20* | To authorise the reduced notice of general meeting other than an AGM | 557,171,754 | 99.51% | 2,731,378 | 0.49% | 559,903,132 | 83.14% | 25,444 |
| Votes cast by independent shareholders | ||||||||
| INDEPENDENT RESOLUTIONS | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC** VOTED | VOTES WITHHELD *** | |
| 3 | To elect Catherine Doran | 203,955,471 | 99.95% | 98,691 | 0.05% | 204,054,162 | 64.43% | 150,500 |
| 8 | To re-elect Catherine Brown | 197,993,874 | 97.02% | 6,072,403 | 2.98% | 204,066,277 | 64.44% | 138,385 |
| 9 | To re-elect Paul Coby | 199,310,883 | 97.67% | 4,755,359 | 2.33% | 204,066,242 | 64.44% | 138,420 |
| 12 | To re-elect Paul Thandi | 189,506,932 | 92.87% | 14,553,310 | 7.13% | 204,060,242 | 64.43% | 144,420 |
| 13 | To re-elect Michael Torpey | 203,531,447 | 99.74% | 534,850 | 0.26% | 204,066,297 | 64.44% | 138,365 |
* 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.
The number of Ordinary Shares in issue on 29 May 2026 (excluding shares held in Treasury) was 673,452,062. 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 UK Listing Rule 6.4.2R, a copy of the resolution passed as Special Business at the AGM has been submitted to the National Storage Mechanism and will be available in due course for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.