Result of AGM

RNS Number : 5610R
Paragon Banking Group PLC
01 March 2023
 

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 UBS AG London Branch, 5 Broadgate, London, EC2M 2QS. 

 

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 2022, the Strategic Report and the Reports of the Directors and the Auditor.

 

186,534,701

98.76%

 2,332,800

1.24%

188,867,501

83.14%

 138,301

2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2022, excluding the Directors' Remuneration Policy.

 

126,778,994

69.19%

 56,445,866

30.81%

183,224,860

80.66%

 5,780,942

3. To consider and approve the Directors' Remuneration Policy, to take effect from 1 October 2022.

177,558,900

96.99%

 5,517,947

3.01%

183,076,847

80.59%

 5,928,955

4. To declare a final dividend of 19.2 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 3 February 2023.

 

188,997,938

100.00%

 244

0.00%

188,998,182

83.20%

 7,620

5. To appoint Robert East as a director of the Company.

 

183,375,611

97.03%

 5,620,658

2.97%

188,996,269

83.20%

 9,528

6. To appoint Tanvi Davda as a director of the Company.

 

186,762,381

98.82%

 2,233,888

1.18%

188,996,269

83.20%

 9,528

7. To reappoint Nigel Terrington as a director of the Company.

 

186,763,352

98.82%

 2,234,388

1.18%

188,997,740

83.20%

 8,057

8. To reappoint Richard Woodman as a director of the Company.

 

186,384,228

98.62%

 2,612,926

1.38%

188,997,154

83.20%

 8,643

9. To reappoint Peter Hill as a director of the Company.

 

186,763,955

98.82%

 2,233,785

1.18%

188,997,740

83.20%

 8,057

10. To reappoint Alison Morris as a director of the Company.

 

177,950,138

94.15%

 11,047,602

5.85%

188,997,740

83.20%

 8,057

11. To reappoint Barbara Ridpath as a director of the Company.

184,396,133

97.57%

 4,601,507

2.43%

188,997,640

83.20%

 8,157

12. To reappoint Hugo Tudor as a director of the Company.

174,556,434

92.36%

 14,441,356

7.64%

188,997,790

83.20%

 8,007

13. To reappoint Graeme Yorston as a director of the Company.

175,582,265

92.90%

 13,415,375

7.10%

188,997,640

83.20%

 8,157

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.

 

188,987,719

100.00%

 8,794

0.00%

188,996,513

83.20%

 9,289

15. To authorise the directors to fix the remuneration of the auditor.

 

188,988,908

100.00%

 8,820

0.00%

188,997,728

83.20%

 8,057

16. To authorise political donations and political expenditure.

188,290,790

99.63%

 705,098

0.37%

188,995,888

83.20%

 9,914

17. THAT the rules of the Paragon Performance Share Plan 2023 (the "PSP") be approved and to authorise the Directors of the Company to do all acts necessary to put this resolution into effect.

183,647,618

97.17%

 5,341,379

2.83%

188,988,997

83.20%

 16,805

18. THAT the rules of the Paragon Deferred Share Bonus Plan 2023 (the "DSBP") be approved and to authorise the Directors of the Company to do all acts necessary to put this resolution into effect.

186,641,943

98.76%

 2,349,022

1.24%

188,990,965

83.20%

 14,837

19. THAT the Board is generally and unconditionally authorised to allot shares in the Company.

 

185,442,315

98.12%

 3,553,682

1.88%

188,995,997

83.20%

 9,805

20. THAT, subject to the passing of Resolution 19, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).

 

188,948,288

99.98%

 47,163

0.02%

188,995,451

83.20%

 10,351

21. THAT, subject to the passing of Resolution 19, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).

 

188,662,887

99.82%

 332,610

0.18%

188,995,497

83.20%

 10,305

22. THAT the Company is generally and unconditionally authorised to make market purchases.

 

186,717,258

98.90%

 2,074,590

1.10%

188,791,848

83.11%

 213,954

23. 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.

 

188,870,388

99.93%

 125,609

0.07%

188,995,997

83.20%

 9,805

24. THAT, subject to the passing of Resolution 23, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.

 

186,655,404

98.76%

 2,339,960

1.24%

188,995,364

83.20%

 10,438

25. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

 

184,495,434

97.62%

 4,502,686

2.38%

188,998,120

83.20%

 7,682

26. THAT, subject to the confirmation of the Court, the capital redemption reserve of the Company be cancelled.

188,984,432

100.00%

 9,180

0.00%

188,993,612

83.20%

 12,190

 

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 .

 

The Board notes that the advisory vote on the Directors' Remuneration Report (Resolution 2) was passed with 69.19% of votes in favour. 

 

The Board was pleased that the Resolution to approve the new Directors' Remuneration Policy (Resolution 3) was supported by 96.99% of shareholders who voted and would like to thank all shareholders that engaged with the Remuneration Committee as part of the policy review.  T he Remuneration Committee consulted broadly with the majority of the Company's top shareholders and will reflect carefully on the points raised by those shareholders who were not supportive of Resolution 2 and seek additional input where necessary.  In accordance with the UK Corporate Governance Code, the Company will publish an update within the next six months of this AGM.

 

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 - 26) will shortly be available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

Enquiries:

 

Carolyn Sharpe - Senior Assistant Company Secretary

07984 810427

 

1 March 2023

 

 

 

 

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 4, 14, 15 and 26 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 227,158,890.  This is the figure as at 27 February 2023 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.

(e)  Resolutions 1 to 19 (inclusive) were ordinary resolutions.  Resolutions 20 to 26 (inclusive) were special resolutions.

 

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