METRO BANK PLC

Prospectus • Oct 7, 2019

SUPPLEMENTARY PROSPECTUS DATED 2 OCTOBER 2019

Metro Bank PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 6419578)

£3,000,000,000

Euro Medium Term Note Programme

This supplement (the "Supplement") to the base prospectus dated 17 September 2019 (the "Prospectus", which definition includes the base prospectus and all information incorporated by reference therein) constitutes a supplementary prospectus for the purposes of Article 23(1) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and is prepared in connection with the £3,000,000,000 Euro Medium Term Note Programme established by Metro Bank PLC (an "Issuer").

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein. Capitalised terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Prospectus.

The purpose of this Supplement is to:

• (i) incorporate by reference into the Prospectus the announcement entitled "Metro Bank PLC Fitch Rating Review", which was published on the website of the Regulatory News Service operated by the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/marketnews-detail/MTRO/14247808.html and on the website of the Issuer at https://otp.tools.investis.com/clients/uk/metro_bank_plc/rns/regulatorystory.aspx?cid=1352&newsid=1333082 on 30 September 2019;
• (ii) incorporate by reference into the Prospectus the announcement entitled "Metro Bank Board Update", which was published on the website of the Regulatory News Service operated by the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-newsdetail/MTRO/14250568.html and on the website of the Issuer at https://otp.tools.investis.com/clients/uk/metro_bank_plc/rns/regulatorystory.aspx?cid=1352&newsid=1333640 on 2 October 2019; and
• (iii) update the sub-sections entitled "Ratings" under sections entitled (i) "Important Notices", and (ii) "Overview of the Programme".

This Supplement has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority for the purposes of the Prospectus Regulation. The Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer, the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect the import of such information.

Documents Incorporated by Reference

By virtue of this Supplement, the announcement entitled "Metro Bank PLC Fitch Rating Review", which has previously been published on the website of the Regulatory News Service operated by the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-newsdetail/MTRO/14247808.html, and the announcement entitled "Metro Bank Board Update", which has previously been published on the website of the Regulatory News Service operated by the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-newsdetail/MTRO/14250568.html, shall be deemed to be incorporated in, and form part of, the Prospectus and supplement the section entitled "Information Incorporated by Reference" on pages 1 to 2 of the Prospectus.

Ratings

The sub-section entitled "Ratings" under the section entitled "Important Notices" on page VI of the Prospectus shall be updated by replacing the first sentence of the first paragraph in its entirety with the following words:

"As of 2 October 2019, the issuer credit rating assigned to the Issuer by Fitch Ratings Limited ("Fitch") was BB."

The sub-section entitled "Ratings" under the section entitled "Overview of the Programme" on page 13 of the Prospectus shall be updated by replacing the first sentence of the first paragraph in its entirety with the following words:

"As of 2 October 2019, the Issuer Credit Rating assigned to the Issuer by Fitch was BB."

General

A copy of this Supplement will be available on the website of the Issuer at https://www.metrobankonline.co.uk/investor-relations/ for 12 months from the date of this Supplement. This Supplement will be published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

To the extent that there is any inconsistency between: (a) any statement in this Supplement; and (b) any other statement in, or incorporated by reference into, the Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.