REG - Paragon Banking Grp - Result of AGM

Paragon BankingAnnouncement

04/03/2026 12:30

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RNS Number : 3443V  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        % of Votes Cast For  Votes Against  % of Votes Cast Against  Votes        % of ISC Voted   Votes

Withheld
                                                                      For                                                                       Total
 1. To receive and consider the Company's Annual Report               146,509,795  99.95%               69,520         0.05%                    146,579,315  76.99%          3,287,425

 and Accounts for the year ended 30 September 2025, the

 Strategic Report and the Reports of the Directors and the Auditor.
 2. To consider and approve the Directors' Remuneration               148,111,538  98.92%               1,614,411      1.08%                    149,725,949  78.65%          140,791

 Report for the year ended 30 September 2025 excluding

 the Directors' Remuneration Policy.
 3. To consider and approve the Directors' Remuneration               148,111,084  98.92%               1,613,564      1.08%                    149,724,648  78.65%          142,092

 Policy, to take effect from 1 October 2025.
 4. To declare a final dividend of 30.3 pence per ordinary            149,665,722  99.96%               61,576         0.04%                    149,727,298  78.65%          139,442

 share payable to holders of ordinary shares registered at

 the close of business on 6 February 2026.
 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                149,651,324  99.95%               70,605         0.05%                    149,721,929  78.64%          144,811

 Company.
 7. To reappoint Richard Woodman as a director of the                 149,053,498  99.55%               668,377        0.45%                    149,721,875  78.64%          144,865

 Company.
 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                148,259,062  99.02%               1,464,048      0.98%                    149,723,110  78.64%          143,630

 Company.
 13. To reappoint Graeme Yorston as a director of the                 148,264,076  99.03%               1,459,058      0.97%                    149,723,134  78.64%          143,606

 Company.
 14. To appoint Deloitte LLP as auditor of the Company, to            149,509,918  99.86%               214,457        0.14%                    149,724,375  78.65%          142,365

 hold office from the conclusion of this meeting until the

 conclusion of the next general meeting at which Accounts

 are laid before the members.
 15. To authorise the directors to fix the remuneration of the        149,365,387  99.76%               358,939        0.24%                    149,724,326  78.64%          142,414

 auditor.
 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                  142,968,274  95.49%               6,756,799      4.51%                    149,725,073  78.65%          141,667

 authorised to allot shares in the Company.
 18. THAT the Board be authorised to disapply pre-emption             149,478,016  99.83%               247,749        0.17%                    149,725,765  78.65%          140,975

 rights on up to five percent of the issued share capital

 (excluding treasury shares).
 19. THAT the Board be authorised to disapply pre-emption             143,975,922  96.16%               5,742,321      3.84%                    149,718,243  78.64%          148,497

 rights on an additional five percent of the issued share

 capital (excluding treasury shares).
 20. THAT the Company is generally and unconditionally                149,386,569  99.93%               110,373        0.07%                    149,496,942  78.53%          369,798

 authorised to make market purchases.
 21. THAT the Board be authorised to allot shares and grant           149,388,398  99.78%               335,999        0.22%                    149,724,397  78.65%          142,343

 rights to subscribe for or to convert any security into

 shares in connection with the issue of Additional Tier 1

 Securities.
 22. THAT the Board be authorised to disapply pre-emption             149,422,397  99.80%               302,486        0.20%                    149,724,883  78.65%          141,857

 rights in relation to the issue of Additional Tier 1

 Securities.
 23. THAT a general meeting other than an AGM may be                  140,850,469  94.07%               8,874,491      5.93%                    149,724,960  78.65%          141,780

 called on not less than 14 clear days' notice.

 

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 (https://www.paragonbankinggroup.co.uk)
and at the National Storage Mechanism,
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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
(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.

 

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