METRO BANK PLC

AGM Information • May 24, 2016

(A public limited company incorporated in England and Wales on 6 November 2007 with registration number 6419578)

NOTICE OF SPECIAL BUSINESS

Special Business of Metro Bank PLC

The following resolutions of special business were passed by Metro Bank PLC at its annual general meeting on 24 May 2016 pursuant to Chapter 1 of Part 13 of the Companies Act 2006:

SPECIAL BUSINESS

• Resolution 14: THAT the Directors be generally and unconditionally authorised pursuant to and $\mathbf{1}$ . in accordance with Section 551 of the Companies Act 2006 to exercise all powers of the Company to allot and to make offers or agreements to allot shares or grant rights to subscribe shares or convert any securities into shares up to an aggregate nominal amount of £26.76; and up to a further aggregate nominal amount of £26.76 in connection with an offer by way of a rights issue.
• Resolution 15: THAT the Directors be given power to make allotments of equity securities $2.$ wholly for cash, under the authority given under Resolution 14, in connection with a pre-emptive offer and where otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £8.03.
• Resolution 16: THAT a general meeting other than the annual general meeting may be called $2.$ on not less than 14 clear days' notice.

$m.CQ$ Director