METRO BANK PLC

AGM Information • Apr 16, 2021

C D L R P A K C N N A O B SI O S R MI T D E
M A

Annual General Meeting on Tuesday, 18 May 2021 at 2:00p.m.

In light of the ongoing developments of COVID-19 and in order to comply with the Government's restrictions on non-essential travel and limiting indoor gatherings, shareholders will not be able to attend this year's AGM in person. There will only be two shareholders present at the AGM. Please vote your shares by Proxy and do not attend in person to vote your shares.

Shareholder Reference Number

ELECTRONIC COMMUNICATION

Electronic communications – important notification regarding future shareholder information. Shareholders may elect to receive notification by email of the availability of the Annual Report and other shareholder communications on the Company's website instead of receiving paper copies. One of the purposes of this letter is to ask how you would like to receive shareholder communications in future.

Please select one of the following options: Option 1 – email notification

If you would like to be notified by email when shareholder documents are available on our website www.metrobankonline. co.uk please access the share registrar's website at www. shareview.co.uk and register your details.

Option 2 – receive paper

If you would like to continue to receive all shareholder documents by post, please tick this box and return this tear-off section to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 1 June 2021.

Option 3 – take no action

If you take no action, we will no longer post shareholder documents to you (including notices of meetings), but we will inform you whenever such documents are produced to advise you that they are available for viewing via the Company's website. Shareholders may at any time change their election or request a paper copy of any shareholder communications published on the Company's website.

Signed Date

METRO BANK PLC 2021 ANNUAL GENERAL MEETING FORM OF PROXY

Please read the explanatory notes overleaf before completing this form.

+	Voting ID	Task ID	+ Shareholder Reference
You may submit your votes electronically using the above numbers at www.sharevote.co.uk
I/we hereby appoint the Chair of the meeting as my/our proxy to attend/speak and vote on my/ our behalf at the Annual General Meeting (the 'AGM') of Metro Bank PLC (the 'Company') to be held at the Company's registered offices located at First floor, One Southampton Row, London WC1B 5HA on 18 May 2021 at 2:00p.m. and at any adjournment of it, as indicated below:
Please indicate with an "X" in the appropriate boxes how you wish the proxy or proxies to vote or if you wish them to abstain from voting. Please tick here if this proxy appointment is one of multiple appointments being made.
	Ordinary resolutions 1. To receive the 2020 Annual Report and Accounts 2. To approve the Directors' Remuneration Policy 3. To approve the Directors' Remuneration Report (excluding the Remuneration Policy) 4. To approve Long Term Performance Plan Rules 6. To elect Robert Sharpe as a Director 7. To re-elect Sir Michael Snyder as a Director 8. To re-elect Daniel Frumkin as a Director 9. To re-elect David Arden as a Director 10. To re-elect Anna (Monique) Melis as a Director 11. To re-elect Catherine Brown as a Director 12. To re-elect Paul Thandi as a Director 13. To re-elect Sally Clark as a Director 14. To re-elect Michael Torpey as a Director 15. To re-elect Nicholas Winsor as a Director 16. To re-elect Anne Grim as a Director 17. To re-elect Ian Henderson as a Director 20.To give authority to allot shares Special resolutions	5. To approve amendments to Deferred Variable Reward Plan 18. To re-appoint PricewaterhouseCoopers LLP as auditor (the 'Auditor') 19. To authorise the Audit Committee to determine the Auditor's remuneration 21. To give authority to dis-apply statutory pre-emption rights	Vote For Against Withheld
	notice	22.To give additional authority to dis-apply statutory pre-emption rights 23.To give authority to call a general meeting on not less than 14 clear days'
		Signed	Date
+			+

Ordinary resolutions For Against

• 1. To receive the 2020 Annual Report and Accounts
• 2. To approve the Directors' Remuneration Policy
• 3. To approve the Directors' Remuneration Report (excluding the Remuneration Policy)
• 4. To approve Long Term Performance Plan Rules
• 5. To approve amendments to Deferred Variable Reward Plan
• 6. To elect Robert Sharpe as a Director
• 7. To re-elect Sir Michael Snyder as a Director
• 8. To re-elect Daniel Frumkin as a Director
• 9. To re-elect David Arden as a Director
• 10. To re-elect Anna (Monique) Melis as a Director
• 11. To re-elect Catherine Brown as a Director
• 12. To re-elect Paul Thandi as a Director
• 13. To re-elect Sally Clark as a Director
• 14. To re-elect Michael Torpey as a Director
• 15. To re-elect Nicholas Winsor as a Director
• 16. To re-elect Anne Grim as a Director
• 17. To re-elect Ian Henderson as a Director
• 18. To re-appoint PricewaterhouseCoopers LLP as auditor (the 'Auditor')
• 19. To authorise the Audit Committee to determine the Auditor's remuneration
• 20.To give authority to allot shares

Special resolutions

• 21. To give authority to dis-apply statutory pre-emption rights
• 22.To give additional authority to dis-apply statutory pre-emption rights
• Signed Date 23.To give authority to call a general meeting on not less than 14 clear days' notice

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Freepost RTHJ-CLLL-KBKU

BN99 8LU LANCING Spencer Road Aspect House Equiniti

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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

Notes

Freepost RTHJ-CLLL-KBKU

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• 1. In order to be valid, this Form of Proxy and any power of attorney, or notarially certified copy thereof, under which it is executed must be (a) completed, signed and lodged with the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 11 below or (c) by email to proxyvotes@equiniti.com as soon as possible but, in any event, so as to arrive no later than 2:00p.m. on 14 May 2021.
• 2. As the Government has imposed restrictions on gatherings and non-essential travel due to COVID-19, shareholders (other than those required to meet a quorum) will not be permitted to attend the AGM in person. Therefore, the completion and return of a Form of Proxy within the time period prescribed is strongly recommended in order to represent your full voting entitlement at the AGM.
• 3. A proxy must attend the meeting to represent you. Due to COVID-19 and the Government's attendance restrictions on gatherings and non-essential travel, the Chair of the AGM, by default, will be deemed the appointed proxy.
• 4. If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the Chair's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 5. Please indicate next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. All forms must be signed and should be returned together.
• 6. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• 7. In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the AGM.
• 8. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation.
• 9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.
• 10. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). The message must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time for receipt of proxy appointments specified in Note 1 above. See notes 9 to 12 to the Notice of 2021 Annual General Meeting for further information on proxy appointment through CREST.