Paragon Banking Group PLC

Declaration of Voting Results & Voting Rights Announcements • Mar 2, 2022

National Storage Mechanism | Additional information

RNS Number : 3965D

Paragon Banking Group PLC

02 March 2022

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 UBS AG London Branch, 5 Broadgate, London, EC2M 2QS.  Shareholders were also able to fully participate in the AGM remotely via a live webcast. 

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 2021, the Strategic Report and the Reports of the Directors and the Auditor.	190,913,699	100.00%	8,579	0.00%	190,922,278	77.21%	344,581
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2021, excluding the Directors' Remuneration Policy.	186,403,903	97.48%	4,825,862	2.52%	191,229,765	77.33%	39,027
3. To declare a final dividend of 18.9 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 28 January 2022.	191,266,344	100.00%	1,499	0.00%	191,267,843	77.35%	949
4. To reappoint Fiona Clutterbuck as a director of the Company.	168,654,541	98.39%	2,752,249	1.61%	171,406,790	69.32%	19,862,002
5. To reappoint Nigel Terrington as a director of the Company.	191,067,003	99.90%	195,585	0.10%	191,262,588	77.35%	6,204
6. To reappoint Richard Woodman as a director of the Company.	190,426,350	99.56%	836,238	0.44%	191,262,588	77.35%	6,204
7. To reappoint Peter Hill as a director of the Company.	191,253,986	100.00%	8,602	0.00%	191,262,588	77.35%	6,204
8. To reappoint Alison Morris as a director of the Company.	191,079,689	99.90%	182,855	0.10%	191,262,544	77.35%	6,248
9. To reappoint Barbara Ridpath as a director of the Company.	190,996,547	99.86%	265,997	0.14%	191,262,544	77.35%	6,248
10. To reappoint Hugo Tudor as a director of the Company.	189,568,081	99.78%	418,636	0.22%	189,986,717	76.83%	1,282,075
11. To reappoint Graeme Yorston as a director of the Company.	190,996,791	99.86%	265,797	0.14%	191,262,588	77.35%	6,204
12. 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.	191,219,795	99.98%	47,094	0.02%	191,266,889	77.35%	1,903
13. To authorise the directors to fix the remuneration of the auditor.	190,993,139	99.86%	272,803	0.14%	191,265,942	77.35%	2,850
14. To authorise political donations and political expenditure.	190,350,901	99.52%	909,657	0.48%	191,260,558	77.34%	8,234
15. THAT the Board is generally and unconditionally authorised to allot shares in the Company.	190,392,842	99.55%	863,558	0.45%	191,256,400	77.34%	12,392
16. THAT, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).	191,169,250	99.95%	86,650	0.05%	191,255,900	77.34%	12,892
17. THAT, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).	176,571,306	92.32%	14,688,166	7.68%	191,259,472	77.34%	9,320
18. THAT the Company is generally and unconditionally authorised to make market purchases.	190,911,135	99.95%	90,121	0.05%	191,001,256	77.24%	267,536
19. 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.	191,203,904	99.97%	55,378	0.03%	191,259,282	77.34%	9,510
20. THAT, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.	191,165,854	99.95%	93,428	0.05%	191,259,282	77.34%	9,510
21. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	187,676,958	98.12%	3,590,875	1.88%	191,267,833	77.35%	949

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, www.paragonbankinggroup.co.uk and at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting concerning special business (being resolutions numbered 14 - 21) will shortly be available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Carolyn Sharpe - Senior Assistant Company Secretary

07984 810427

2 March 2022

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 1, 3 and 7 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 247,283,675.  This is the figure as at 28 February 2022 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.

(e)       Resolutions 1 to 15 (inclusive) were ordinary resolutions.  Resolutions 16 to 21 (inclusive) were special resolutions.

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