TIDMPAG
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 % of Votes Against % of Votes % of Votes
For Votes Votes Total ISC Voted Withheld
Cast Cast
For Against
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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END
RAGNKDBBQBKDPNK
(END) Dow Jones Newswires
March 01, 2023 09:30 ET (14:30 GMT)
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