Result of AGM

Paragon Banking Group PLC

04 March 2026

 

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 the Company at Level 25, 20 Fenchurch Street, London EC3M 3BY.

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 2025, the Strategic Report and the Reports of the Directors and the Auditor.	146,509,795	99.95%	69,520	0.05%	146,579,315	76.99%	3,287,425
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2025 excluding the Directors' Remuneration Policy.	148,111,538	98.92%	1,614,411	1.08%	149,725,949	78.65%	140,791
3. To consider and approve the Directors' Remuneration Policy, to take effect from 1 October 2025.	148,111,084	98.92%	1,613,564	1.08%	149,724,648	78.65%	142,092
4. To declare a final dividend of 30.3 pence per ordinary share payable to holders of ordinary shares registered at the close of business on 6 February 2026.	149,665,722	99.96%	61,576	0.04%	149,727,298	78.65%	139,442
5. To reappoint Robert East as a director of the Company.	146,135,636	97.60%	3,586,292	2.40%	149,721,928	78.64%	144,812
6. To reappoint Nigel Terrington as a director of the Company.	149,651,324	99.95%	70,605	0.05%	149,721,929	78.64%	144,811
7. To reappoint Richard Woodman as a director of the Company.	149,053,498	99.55%	668,377	0.45%	149,721,875	78.64%	144,865
8. To reappoint Tanvi Davda as a director of the Company.	148,204,441	98.99%	1,517,488	1.01%	149,721,929	78.64%	144,811
9. To reappoint Peter Hill as a director of the Company.	149,651,287	99.95%	71,871	0.05%	149,723,158	78.64%	143,582
10. To reappoint Zoe Howorth as a director of the Company.	149,647,065	99.95%	75,995	0.05%	149,723,060	78.64%	143,680
11. To reappoint Alison Morris as a director of the Company.	147,739,931	98.68%	1,983,177	1.32%	149,723,108	78.64%	143,632
12. To reappoint Barbara Ridpath as a director of the Company.	148,259,062	99.02%	1,464,048	0.98%	149,723,110	78.64%	143,630
13. To reappoint Graeme Yorston as a director of the Company.	148,264,076	99.03%	1,459,058	0.97%	149,723,134	78.64%	143,606
14. To appoint Deloitte 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.	149,509,918	99.86%	214,457	0.14%	149,724,375	78.65%	142,365
15. To authorise the directors to fix the remuneration of the auditor.	149,365,387	99.76%	358,939	0.24%	149,724,326	78.64%	142,414
16. To authorise political donations and political expenditure.	143,567,304	95.89%	6,159,063	4.11%	149,726,367	78.65%	140,373
17. THAT the Board is generally and unconditionally authorised to allot shares in the Company.	142,968,274	95.49%	6,756,799	4.51%	149,725,073	78.65%	141,667
18. THAT the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).	149,478,016	99.83%	247,749	0.17%	149,725,765	78.65%	140,975
19. THAT the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).	143,975,922	96.16%	5,742,321	3.84%	149,718,243	78.64%	148,497
20. THAT the Company is generally and unconditionally authorised to make market purchases.	149,386,569	99.93%	110,373	0.07%	149,496,942	78.53%	369,798
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.	149,388,398	99.78%	335,999	0.22%	149,724,397	78.65%	142,343
22. THAT the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.	149,422,397	99.80%	302,486	0.20%	149,724,883	78.65%	141,857
23. THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.	140,850,469	94.07%	8,874,491	5.93%	149,724,960	78.65%	141,780

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 was pleased that the Resolution to approve the new Directors' Remuneration Policy (Resolution 3) was supported by 98.92% of shareholders who voted, and would like to thank all shareholders that engaged with the Remuneration Committee as part of the policy review. 

In accordance with UKLR 6.4.2, copies of all resolutions passed at the meeting, other than resolutions concerning ordinary 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 810 427

4 March 2026

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)       The issued share capital figure used to calculate the percentage voted is 190,379,994.  This is the figure as at 2 March 2026 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.

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

 

END