AGM Information • Mar 22, 2018
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in Metro Bank PLC ("Shares"), please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(A public limited company incorporated in England and Wales on 6 November 2007 with registration number 6419578)
Notice of the 2018 Annual General Meeting of Metro Bank PLC (the "Company") to be held at One Southampton Row, London WC1B 5HA on 24 April 2018 at 2.00p.m. is set out on pages 6 to 8 of this document.
A form of proxy ("Form of Proxy") for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or by email to [email protected] as soon as possible but, in any event, so as to arrive no later than 2.00p.m. on 20 April 2018. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
(incorporated in England and Wales under the Companies Act 2006 with registered number 6419578)
One Southampton Row London WC1B 5HA United Kingdom
22 March 2018
Dear Shareholder
I am pleased to invite you to the 2018 Annual General Meeting (the "AGM") of Metro Bank PLC which will be held at One Southampton Row, London WC1B 5HA on 24 April 2018 at 2.00p.m. Please also find enclosed the Metro Bank Annual Report for the year ended 31 December 2017 (the "2017 Annual Report") or a letter indicating where the 2017 Annual Report is available on our website.
The formal notice of AGM is set out on pages 6 to 8 of this document and an explanation of each of the resolutions to be considered at the AGM (the "Resolutions") may be found on pages 2 to 5 of this document. You will also find enclosed with this document a Form of Proxy to enable you to exercise your voting rights.
If you cannot attend the AGM in person, you may appoint a proxy by completing the enclosed Form of Proxy and returning it to the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or by email to [email protected] so as to arrive no later than 2.00p.m. on 20 April 2018. The return of a Form of Proxy will not prevent you from attending the AGM and voting in person should you wish.
All Resolutions will be put to a vote on a poll. The results of the voting will be published on our website www.metrobankonline.co.uk shortly after the conclusion of the AGM.
Your directors (the "Directors" and, together, the "Board") consider that all of the Resolutions that are being proposed to the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them.
I, together with my fellow Directors, will be voting in favour of each of the Resolutions.
The AGM is an opportunity for you to meet with the Directors and express your views by attending, raising questions and voting and we hope you will take the opportunity to do so. Our goal as always remains, CREATING FANS NOT CUSTOMERS.
Yours faithfully
Vernon W. Hill, II Chairman and Founder
The following pages give an explanation of the proposed Resolutions.
The Directors are required to present the Company's accounts and reports to the meeting. These are contained in the Annual Report and Accounts for the year ended 31 December 2017 ("2017 Annual Report").
In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the Annual Report on Remuneration section of the Directors' Remuneration Report, which can be found on pages 70 to 79 of the 2017 Annual Report. The vote is advisory only. The Company's Remuneration Policy was approved by a large majority of shareholders at the 2017 AGM.
Resolutions 3 to 13 relate to the election and re-election of the Directors. There have been two new appointments to the Board since the last AGM was held in 2017. David Arden was appointed as a Director, Chief Financial Officer and Company Secretary of the Company with effect from 29 March 2018. Monique Melis was appointed as an independent Non-Executive Director of the Company on 20 June 2017. David and Monique stand for election in accordance with the Company's articles of association (Resolutions 5 and 13). In accordance with the recommendations of the UK Corporate Governance Code, all other Directors retire at the AGM and those wishing to serve again offer themselves up for re-election. Mike Brierley will retire on 29 March 2018 as a Director of the Company and is therefore not seeking re-election.
The Chairman and the Board are satisfied that each of the Directors continues to be effective and demonstrates a commitment to the role and that each of the Directors continues to be able to dedicate sufficient time to their duties. The Board also believes that the skills and experience of each of the Directors, as detailed in the biographies below, are of benefit to the Board and the Company.
The Chairman further confirms that Mr Gunn continues to demonstrate his independence as Senior Independent Director and as a member of the Board. Mr Gunn, the Senior Independent Director, also confirms Mr Hill's continuing commitment and effective contribution in his role as Chairman.
The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive Officer and other senior executives. The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Lord Flight, and its other members are Mr Hill, Mr Farah and Mr Carby.
Biographies of all the Directors are set out below.
Role: Chairman and Founder
Age: 72
Skills and experience: Vernon was the founder and Chairman of Commerce Bancorp, a start-up bank established in 1973 and sold to Toronto – Dominion Bank in 2007 for US\$8.5 billion, with US\$50 billion in assets and 440 branches. Vernon is involved in banking and non-banking related businesses and voluntary ventures in the US. He is a graduate of the Wharton School of the University of Pennsylvania, Vernon is Chairman of Republic First Bancorp, Inc. Vernon was appointed to the Board on 18 August 2008. Committee memberships: Nomination Committee
Role: Chief Executive Officer
Skills and experience: Craig was previously Managing Director, Retail Products and Direct Channels, of RBS UK. He was also Chairman of the Retail Asset and Liabilities Committee and Retail Product Board and a member of the Retail Board, Retail Risk Committee and RBS UK Asset & Liabilities Committee. He serves on the Board of Directors at TheCityUK as Chairman of the Audit and Risk Committee. Craig was appointed to the Board on 5 March 2010.
Age: 49
Role: Chief Financial Officer
Skills and experience: David was CFO at Sainsbury's Bank (a position he held for six years) and interim MD of Argos Financial Services, following the successful acquisition of Home Retail Group by J Sainsbury Plc in September 2016. David joined Sainsbury's Bank from Shop Direct Financial Services where he was Chief Financial Officer. In his 28 year career, he has held a number of senior positions including Managing Director of RBS/NatWest Credit Cards and Finance and Risk Director for Tesco Bank. David was appointed to the Board with effect from 29 March 2018.
Age: 67
Skills and experience: Ben was Chief Executive and, then Chairman of Friends Provident Life and Pensions Ltd as well as a Director of Friends Provident. As Chief Executive, he was responsible for all aspects of the Friends Provident Group's Life and Pensions activities worldwide. More recently, he was the Senior Independent Director at Aviva UK and Chairman of the Audit Committee at Avelo. Ben was appointed to the Board on 5 March 2010.
Committee memberships: Risk Oversight Committee
Age: 66
Role: Non-Executive Director
Skills and experience: Stuart has specialised in financial services for over 40 years, including 13 years as a main Board Director of Nationwide Building Society. He was Chairman and CEO of Chelsea Building Society and has chaired the Council of Mortgage Lenders and the Financial Services Sector Skills Council. He was Special Adviser to the Treasury Select Committee from 2013 to 2015. Stuart has served on the Board since 5 March 2010.
Committee memberships: Audit Committee (Chairman), Risk Oversight Committee
Age: 71
Role: Non-Executive Director
Skills and experience: Keith was formerly CEO of the Caerus Capital Group. He is Non-Executive Chairman of both Censeo Ltd and Mill Capital Private Equity (Dubai). Keith was Joint Founder and Managing Director of J. Rothschild Assurance (now St. James's Place). He also founded the Financial Services Forum and was a founding trustee of the 9/11 London Project. Keith joined the Board on 5 March 2010.
Committee memberships: Audit Committee, Nomination Committee, Remuneration Committee
Age: 69
Skills and experience: Howard was Conservative MP for Arundel and South Downs, West Sussex, from 1997 to 2005, when he held Shadow posts, including Shadow Chief Secretary to the Treasury. He was appointed to the House of Lords in 2011. He co-founded Guinness Flight Global Asset Management, and is Chairman of Aurora Investment Trust, Downing Four VCT and Flight and Partners, a Director of Investec Asset Management, Edge Performance VCT, a Commissioner of the Guernsey Financial Services Commission and Chairman of the EIS Association. Howard was appointed to the Board on 5 March 2010.
Committee memberships: Nomination Committee (Chairman), Remuneration Committee (Chairman)
Age: 68
Skills and experience: Gene is a special adviser to General Atlantic and Chairman and Managing General Partner of MissionOG LLC. He was President and CEO of MasterCard Worldwide, and subsequently President of the Global Retail Bank at Bank of America. Prior to this, Gene was the CEO of Midland Bank UK and Chairman of First Direct and Thomas Cook. Gene was appointed to the Board on 5 March 2010.
Committee memberships: Audit Committee, Risk Oversight Committee (Chairman)
Age: 65
Role: Non-Executive Director
Skills and experience: Roger is Chairman of Tiffany & Co. He is a former Executive Vice Chairman of Ralph Lauren Corporation, also its President and Chief Operating Officer. Roger was previously Chairman and CEO of Footlocker, President and Chief Operating Officer of Macy's, Chairman and CEO of Federated Merchandising Services and Chairman and CEO of Rich's Department Stores. Roger is a Director of Aetna and The Progressive Corporation. Roger was appointed to the Board on 1 February 2014. Committee memberships: Nomination Committee, Remuneration Committee
Age: 67
Skills and experience: Michael was Senior Partner of Kingston Smith, between 1979 and 2016, and is now a consultant to the firm. He has advised Government over many years including chairing the National Business Angels Network and as a member of the Small Business Council and Small Business Investment Taskforce. He was also founder Co-Chairman of the Governments Professional and Business Services Council and chaired the Association of Practising Accountants. He is Senior Partner of Bramdean Consultants LLP and an elected member of the City of London Corporation which he led for five years as Chairman of the Policy and Resources Committee. Michael was appointed to the Board on 22 September 2015. Committee memberships: Audit Committee, Risk Oversight Committee
Age: 51
Skills and experience: Monique is a Managing Director and the Global Head of Regulatory Consulting at Duff & Phelps and is a member of the Duff and Phelps' Luxembourg Management Company Board. With extensive financial services and regulatory experience across established and growth markets, her appointments have included Executive Board member at Kinetic Partners and roles at: the Cayman Islands Regulator and Stock Exchange ("CSX"), the Financial Services Authority and the Securities and Futures Authority. Monique was appointed to the Board on 20 June 2017.
Committee memberships: Risk Oversight Committee
The interests of Directors and their connected persons in the issued share capital of the Company are set out in the Directors' Remuneration Report of the 2017 Annual Report.
At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint an external auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-election of the Company's auditors, PricewaterhouseCoopers LLP, as auditors until the next AGM. PricewaterhouseCoopers LLP were first appointed as auditors of the Company on 14 July 2009 and have now held the position for eight years.
This Resolution follows best corporate governance practice in authorising the Audit Committee to determine the auditor's remuneration.
The purpose of this Resolution is to renew the Directors' authority to allot Shares.
The authority in paragraph (a) will allow the Directors to allot new Shares and grant rights to subscribe for, or convert other securities into, Shares up to a nominal value of £29.20 representing 29,209,305 shares, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 19 March 2018, being the last practicable date prior to the publication of this Notice.
The authority in paragraph (b) will allow the Directors to allot new Shares and grant rights to subscribe for, or convert other securities into, Shares only in connection with a rights issue up to a further nominal value of £29.20 representing 29,209,305 shares, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 19 March 2018. This is in line with the Investment Association's Share Capital Management Guidelines issued in July 2016.
At 19 March 2018, the Company did not hold any Shares in treasury.
The Resolution would give the Directors the maximum flexibility permitted by investor guidelines to respond to market developments, however, the Directors have no present intention of exercising this authority, except to fulfil the Company's obligations under its employee share plans. If they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.
The authority sought under this resolution will be effective until the Company's next AGM, or at the close of business on 30 June 2019 whichever is the earlier.
Limbs (a)(i) and (b) of Resolution 17 seek shareholder approval to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties.
In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities, or sell treasury shares for cash on a non pre-emptive basis. The Pre-Emption Group's Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than 5 per cent. of issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.
Accordingly, the purpose of limb (a)(ii) of Resolution 17 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 16, or sell treasury shares, for cash up to a nominal value of £4.42 representing 4,425,652 shares, equivalent to 5 per cent. of the total issued ordinary share capital of the Company as at 19 March 2018, without the shares first being offered to existing shareholders in proportion to their existing holdings.
The Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than an additional 5 per cent. of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group, the purpose of Resolution 18 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 16, or sell treasury shares, for cash up to a further nominal amount of £4.42 representing 4,425,652 shares, equivalent to 5 per cent. of the total issued ordinary share capital of the Company as at 19 March 2018, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding sixmonth period and is disclosed in the announcement of the issue. If the authority given in Resolution 18 is used, the Company will publish details of the placing in its next annual report.
The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles and not to allot shares or other equity securities or sell treasury shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 17 in excess of an amount equal to 7.5 per cent. of the total issued ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, other than:
The Board considers the authorities in Resolutions 17 and 18 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
The authority sought under Resolutions 17 and 18 will be effective until the Company's next AGM, or at the close of business on 30 June 2019 whichever is the earlier.
Under the Companies Act 2006, the notice period required for all general meetings of the Company is 21 days. AGMs will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings, as long as this is not less than 14 clear days.
This Resolution would, if passed, allow the Company flexibility to call general meetings, other than AGMs, on not less than 14 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
The approval will be effective until the Company's next AGM, or at the close of business on 30 June 2019 whichever is the earlier.
NOTICE IS HEREBY GIVEN that the third AGM of Metro Bank PLC will be held at One Southampton Row, London WC1B 5HA on 24 April 2018 at 2.00p.m. to consider and, if thought fit, pass the following Resolutions.
Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions; for each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution.
Resolutions 17 to 19 (inclusive) will be proposed as special resolutions; for each of these Resolutions to be passed, at least three quarters of the votes cast must be in favour of the Resolution.
provided that this authority shall (unless previously revoked or renewed) expire at the end of the next AGM or at the close of business on 30 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority had not expired.
For the purposes of this Resolution, "rights issue" means an offer to: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, and such authority shall (unless previously revoked or renewed) expire at the end of the next AGM or at the close of business on 30 June 2019, whichever is the earlier save that the said authority shall permit the Company to make an offer or enter into an agreement before the expiry of such authority which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of such offer or agreement as if such authority conferred had not expired. For the purposes of this Resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
For the purposes of this Resolution, "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to: (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
provided that this authority shall (unless previously revoked or renewed) expire at the end of the next AGM or at the close of business on 30 June 2019, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.
By Order of the Board,
Company Secretary 22 March 2018
Registered office: One Southampton Row London WC1B 5HA United Kingdom
If you are a ShareBuy participant and you also own shares in your own right, then you will need to complete both the Form of Direction and the Form of Proxy and submit them both, either online or by post.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
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