Paragon Banking Group PLC

AGM Information • Mar 6, 2024

National Storage Mechanism | Additional information

RNS Number : 8670F

Paragon Banking Group PLC

06 March 2024

Paragon Banking Group PLC:

Result of Annual General Meeting

The Annual General Meeting ("AGM") of Paragon Banking Group PLC (the "Company") was held today at 9.00am at the offices of Computershare Investor Services PLC, Moor House, 3rd Floor, 120 London Wall, London, EC2Y 5ET.

All resolutions were passed on a poll and the polling results for each resolution are set out below:

Resolutions	Votes For	% of Votes Cast For	Votes Against	% of Votes Cast Against	Votes Total	% of ISC Voted	Votes Withheld
1. To receive and consider the Company's Annual Report and Accounts for the year ended 30 September 2023, the Strategic Report and the Reports of the Directors and the Auditor.	175,371,020	100.00%	7,674	0.00%	175,378,694	81.72%	253,700
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2023, excluding the Directors' Remuneration Policy.	166,004,920	95.81%	7,256,290	4.19%	173,261,210	80.73%	2,371,184
3. To declare a final dividend of 26.4 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 1 February 2024.	175,631,800	100.00%	594	0.00%	175,632,394	81.83%	-
4. To appoint Zoe Howorth as a director of the Company.	175,619,503	99.99%	11,835	0.01%	175,631,338	81.83%	1,056
5. To reappoint Robert East as a director of the Company.	171,579,738	97.69%	4,052,132	2.31%	175,631,870	81.83%	524
6. To reappoint Nigel Terrington as a director of the Company.	175,526,141	99.94%	105,742	0.06%	175,631,883	81.83%	511
7. To reappoint Richard Woodman as a director of the Company.	172,950,874	98.47%	2,679,537	1.53%	175,630,411	81.83%	1,942
8. To reappoint Tanvi Davda as a director of the Company.	173,482,980	98.78%	2,148,748	1.22%	175,631,728	81.83%	666
9. To reappoint Peter Hill as a director of the Company.	175,620,546	99.99%	11,285	0.01%	175,631,831	81.83%	563
10. To reappoint Alison Morris as a director of the Company.	173,279,579	98.66%	2,352,343	1.34%	175,631,922	81.83%	472
11. To reappoint Barbara Ridpath as a director of the Company.	173,488,285	98.78%	2,143,443	1.22%	175,631,728	81.83%	666
12. To reappoint Hugo Tudor as a director of the Company.	173,961,386	99.05%	1,670,538	0.95%	175,631,924	81.83%	470
13. To reappoint Graeme Yorston as a director of the Company.	173,275,682	98.66%	2,356,240	1.34%	175,631,922	81.83%	472
14. To reappoint KPMG LLP as auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which Accounts are laid before the members.	175,503,508	99.93%	120,466	0.07%	175,623,974	81.83%	8,420
15. To authorise the directors to fix the remuneration of the auditor.	175,604,023	99.99%	23,330	0.01%	175,627,353	81.83%	5,041
16. To authorise political donations and political expenditure.	172,193,251	99.55%	785,317	0.45%	172,978,568	80.60%	2,653,826
17. THAT the Board is generally and unconditionally authorised to allot shares in the Company.	173,199,771	98.62%	2,431,937	1.38%	175,631,708	81.83%	686
18. THAT, subject to the passing of Resolution 17, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).	175,539,749	99.95%	92,102	0.05%	175,631,851	81.83%	543
19. THAT, subject to the passing of Resolution 17, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).	175,419,804	99.88%	212,079	0.12%	175,631,883	81.83%	511
20. THAT the Company is generally and unconditionally authorised to make market purchases.	175,350,780	99.98%	27,099	0.02%	175,377,879	81.71%	254,515
21. THAT, the Board be authorised to allot shares and grant rights to subscribe for or to convert any security into shares in connection with the issue of Additional Tier 1 Securities.	175,373,593	99.86%	252,322	0.14%	175,625,915	81.83%	6,479
22. THAT, subject to the passing of Resolution 21, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.	175,441,350	99.89%	190,533	0.11%	175,631,883	81.83%	511
23. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	171,175,099	97.46%	4,457,074	2.54%	175,632,173	81.83%	221

The full text of all of the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the Company's website, https://www.paragonbankinggroup.co.uk and at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting concerning special business (being resolutions numbered 16 - 23) will shortly be available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Carolyn Sharpe - Deputy Company Secretary

07984 810427

6 March 2024

Notes:

(a)       The votes "For" include those votes giving the Chair of the Board discretion.

(b)       A vote "Withheld" is not counted towards the votes cast "For" or "Against" a resolution.

(c)       For resolutions 1 and 3 as the results are reported to two decimal places the percentage of votes "For" is shown as 100.00% and "Against" as 0.00% as there were insufficient votes lodged "Against" to register.

(d)       The issued share capital figure used to calculate the percentage voted is 214,622,103.  This is the figure as at 4 March 2024 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.

(e)       Resolutions 1 to 17 (inclusive) were ordinary resolutions.  Resolutions 18 to 23 (inclusive) were special resolutions.

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