METRO BANK PLC

AGM Information • Apr 26, 2023

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author: Naomi Tao
date: 2023-04-25 19:02:00+00:00

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METRO BANK PLC

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

NOTICE OF SPECIAL RESOLUTION TO BE FILED WITH COMPANIES HOUSE

At the General Meeting of the Company held on 26 April 2023 at 10:45am at First Floor, One Southampton Row, London WC1B 5HA, the following special resolution was passed.

SPECIAL RESOLUTION

THAT:

for the purpose of giving effect to the scheme of arrangement dated 22 March 2023 (the “Scheme”) between the Company and its Scheme Shareholders (as defined in the Scheme), a print of which has been produced at this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or subject to any modification, addition or condition agreed by the Company and Metro Bank Holdings PLC and approved or imposed by the High Court of Justice in England and Wales:

the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

the share premium account of the Company be cancelled;

the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme);

subject to and forthwith upon the reduction of share capital referred to in paragraph (c) above taking effect and notwithstanding anything to the contrary in the articles of association of the Company:

the reserve arising in the books of account of the Company as a result of the reduction of share capital referred to in paragraph (c) above be capitalised and applied in paying up in full at par such number of new ordinary shares of £0.000001 each in the capital of the Company (the “Intra-Group Shares”) as shall be equal to the aggregate number of Scheme Shares cancelled pursuant to paragraph (c) above, and such Intra-Group Shares be allotted and issued, credited as fully paid, to Metro Bank Holdings PLC and/or its nominee(s); and

the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the new Intra-Group Shares referred to in paragraph (d)(i) above, provided that (1) the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the said Intra-Group Shares created pursuant to paragraph (d)(i) above, (2) this authority shall expire on the fifth anniversary of the date of this resolution, and (3) this authority shall be in addition and without prejudice to any other authority under the said section 551 previously granted and in force on the date on which this resolution is passed;

with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 124:

“124 Scheme of Arrangement

In this Article, the “Scheme” means the scheme of arrangement dated 22 March 2023 between the Company and its Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by the Company and Metro Bank Holdings PLC (“New MB”) and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.

Notwithstanding any other provision of these Articles, if the Company issues or transfers out of treasury any shares (other than to New MB or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes of the Scheme) and the holders of such shares shall be bound by the Scheme accordingly.

Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective, if any shares are issued or transferred out of treasury to any person (a “New Member”) (other than under the Scheme or to New MB or its nominee(s)) at or after the Scheme Record Time (the “Post-Scheme Shares”), they shall be immediately transferred to New MB (or as it may direct) in consideration of (subject as hereinafter provided) the allotment and issue or transfer to the New Member of such number of ordinary shares in the capital of New MB (the “Consideration Shares”) for each Post-Scheme Share equal to the consideration per Scheme Share due pursuant to the Scheme, provided that if, in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom, the Company is advised that the allotment and/or issue or transfer of Consideration Shares pursuant to this Article would or may infringe the laws of such jurisdiction or would or may require the Company or New MB to comply with any governmental or other consent or any registration, filing or other formality with which the Company or New MB is unable to comply or compliance with which the Company or New MB regards as unduly onerous, the Company may, in its sole discretion, determine that such Consideration Shares shall be sold or a cash amount equal to the value of the Consideration Shares shall be paid to the New Member. In the event that the Consideration Shares are to be sold, the Company shall appoint a person to act as attorney or agent for the New Member pursuant to this Article and such person shall be authorised on behalf of such New Member to procure that any shares in respect of which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold, including being authorised to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (whether as a deed or otherwise). The net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale), or the cash amount equal to the value of the Consideration Shares, shall be paid to the persons entitled thereto in due proportions as soon as practicable, save that any fractional cash entitlements shall be rounded down to the nearest whole penny.

On any reorganisation of, or material alteration to, the share capital of the Company or New MB (including, without limitation, any subdivision and/or consolidation) effected after the Scheme Effective Time, the Consideration Shares allotted and issued or transferred to a New Member pursuant to paragraph 124.3 of this Article shall be credited as fully paid and shall rank equally in all respects with all other fully paid ordinary shares in the capital of New MB in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment or transfer).

To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to New MB and/or its nominee(s) and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in New MB or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as New MB may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of New MB) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by New MB. The attorney and/or agent shall be empowered to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member in favour of New MB and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register New MB and/or its nominee(s) as holder of the Post-Scheme Shares and issue to it certificates for them. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. New MB shall, subject to paragraph 124.3 of this Article, allot and issue or transfer the Consideration Shares to the New Members within 14 days of the issue or transfer of the Post-Scheme Shares to the New Member.

Notwithstanding any other provision of these Articles, neither the Company nor the directors shall register the transfer of any Scheme Shares between the Scheme Record Time and the Scheme Effective Time.”; and

with effect from the passing of this resolution:

the Articles of Association of the Company be altered to include the rights attaching to a Special Share of £1.00 by the adoption and inclusion of the following new Article 125:

“125 Special Share

The Special Share of £1.00 shall have the following rights:

the holder of the Special Share shall be entitled out of the profits available for distribution and resolved to be distributed, in priority to any payment of any dividend to the holders of the ordinary shares but subordinate to the payment of any dividend to the holders of any other class of shares, to the amount of £0.000001 per Special Share per annum for each full calendar year for which such Special Share is in issue;

the holder of the Special Share shall have no right to attend or vote at any general meeting of the Company;

on a return of capital on winding-up of the Company (but not on any other return of capital), the holder of the Special Share shall be entitled, in priority to the holders of the ordinary shares but subordinate to the holders of any other class of shares, to repayment of the amount paid up or credited as paid up on the Special Share; and

the Company may repurchase the Special Share for its nominal value at any time.”;

the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the said Special Share, provided that (1) this authority shall expire on the fifth anniversary of the date of this resolution and (2) this authority shall be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and

pursuant to and during the period of the said authority, the Directors be empowered to allot the said Special Share wholly for cash as if section 561(1) of the said Act did not apply to any such allotment; and

subject to and conditional upon the Scheme becoming effective, the Old MB Shares be de-listed from the Official List.

Signed

Stephanie Wallace

Company Secretary Date: 26 April 2023