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Paragon Banking Group PLC Proxy Solicitation & Information Statement 2026

Jan 23, 2026

4701_agm-r_2026-01-23_561413af-2690-4304-b28a-108bd5a84047.pdf

Proxy Solicitation & Information Statement

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All Correspondence to:

Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 4 March 2026

Cast your Proxy online**...It's fast, easy and secure! www.investorcentre.co.uk/eproxy**

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921178

SRN:

PIN:

View the Annual Report and Notice of Meeting online: www.paragonbankinggroup.co.uk

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 2 March 2026 at 9.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).

  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1244 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

  • 3. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.

  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1244 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

  • 7. Any alterations made to this form should be initialled.

  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

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Please complete this box only if you wish to appoint a third party proxy other than the Chair.Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
*
Street, London EC3M 3BY on 4 March 2026 at 9.00 am, and at any adjourned meeting.* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).Please mark here to indicate that this proxy appointment is one of multiple appointments being made. I/we hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full votingentitlement* on my/our behalf at the Annual General Meeting of Paragon Banking Group PLC to be held at the offices of the Company at Level 25, 20 FenchurchPlease use a black pen. Mark with an X
Vote inside the box as shown in this example. Vote
1. Ordinary ResolutionsTo receive and consider the Company's Annual Reportand Accounts for the year ended 30 September 2025, theStrategic Report and the Reports of the Directors and theAuditor. For Against Withheld ForAgainst13. To reappoint Graeme Yorston as a director of theCompany. Withheld
2. To consider and approve the Directors' RemunerationReport for the year ended 30 September 2025 excludingthe Directors' Remuneration Policy. 14. To appoint Deloitte LLP as auditor of the Company, tohold office from the conclusion of this meeting until theconclusion of the next general meeting at which Accountsare laid before the members.
3. To consider and approve the Directors' RemunerationPolicy, to take effect from 1 October 2025. 15. To authorise the directors to fix the remuneration of theauditor.
4. To declare a final dividend of 30.3 pence per ordinaryshare payable to holders of ordinary shares registered atthe close of business on 6 February 2026. 16. To authorise political donations and political expenditure.
5. To reappoint Robert East as a director of the Company. 17. THAT the Board is generally and unconditionallyauthorised to allot shares in the Company.
6. To reappoint Nigel Terrington as a director of theCompany. Special Resolutions18. THAT the Board be authorised to disapply pre-emptionrights on up to five percent of the issued share capital(excluding treasury shares).
7. To reappoint Richard Woodman as a director of theCompany. 19. THAT the Board be authorised to disapply pre-emptionrights on an additional five percent of the issued sharecapital (excluding treasury shares).
8. To reappoint Tanvi Davda as a director of the Company. 20. THAT the Company is generally and unconditionallyauthorised to make market purchases.
9. To reappoint Peter Hill as a director of the Company. 21. THAT the Board be authorised to allot shares and grantrights to subscribe for or to convert any security intoshares in connection with the issue of Additional Tier 1Securities.
10. To reappoint Zoe Howorth as a director of the Company. 22. THAT the Board be authorised to disapply pre-emptionrights in relation to the issue of Additional Tier 1Securities.
11. To reappoint Alison Morris as a director of the Company. 23. THAT a general meeting other than an AGM may becalled on not less than 14 clear days' notice.
12. To reappoint Barbara Ridpath as a director of theCompany.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date In the case of a corporation, this proxy must be given under itscommon seal or be signed on its behalf by an attorney or officer dulyauthorised, stating their capacity (e.g. director, secretary).

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Form of Proxy