Metro Bank plc: Court sanctions Scheme of Arrangement

             Metro Bank PLC (LSE: MTRO LN)

17 May 2023

Metro Bank PLC (Metro Bank)

Legal Entity Identifier: 213800X5WU57YL9GPK89

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

CAPITALISED TERMS DEFINED IN THE SCHEME DOCUMENT AND PROSPECTUS HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS ANNOUNCEMENT.

Proposed introduction of Metro Bank Holdings PLC as a new non-operating bank holding company of the Metro Bank Group which will be effected by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 and admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange.

Court sanctions Scheme of Arrangement

Metro Bank is pleased to announce that the Court sanctioned the Scheme at a hearing today. The Scheme will become effective upon delivery of the Court Order to the Registrar of Companies, which is expected to take place after 6:30 p.m. on 19 May 2023 and will result in Metro Bank Holdings PLC becoming the new holding company of Metro Bank and its subsidiaries.

The last day of dealings in, and for registration of transfers of, Metro Bank shares will be, 19 May 2023. No transfers of Old MB Shares will be registered after 6.30 p.m. on 19 May 2023.

Following the Scheme becoming effective, Scheme Shareholders on the register at the Scheme Record Time, being 6.30 p.m. on 19 May 2023, will receive one New MB Share for each Old MB Share held.

It is expected that the New MB Shares will be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchanges main market for listed securities at 8.00 a.m. on 22 May 2023. The listing of the Old MB Shares on the Official List of the Financial Conduct Authority is expected to be cancelled at 8.00 a.m. on 22 May 2023.

All references to times in this Announcement are to London time, unless otherwise stated.

Enquiries

For more information, please contact:

Metro Bank PLC Investor Relations

Jo Roberts

+44 (0) 20 3402 8900

IR@metrobank.plc.uk

Metro Bank PLC Media Relations

Tina Coates / Mona Patel

+44 (0) 7811 246016 / +44 (0) 7815 506845

pressoffice@metrobank.plc.uk

Teneo

Charles Armitstead / Haya Herbert Burns

+44 (0)7703 330269 / +44 (0) 7342 031051

metrobank@teneo.com

RBC Capital Markets (Sponsor to Metro Bank)

Rupert Walford / Elliot Thomas / Kathryn Deegan

+44 (0) 20 7653 4000

ENDS

About Metro Bank

Metro Bank services 2.7 million customer accounts and is celebrated for its exceptional customer experience. It is the highest rated high street bank for overall service quality for personal customers and the best bank for service in-store for personal and business customers, in the Competition and Markets Authoritys Service Quality Survey in February 2023. Metro Bank has also been awarded 2023 Best Lender of the Year UK in the M&A Today, Global Awards, Best Mortgage Provider of the Year in 2022 MoneyAge Mortgage Awards, Best Business Credit Card in 2022 Moneynet Personal Finance Awards, Best Business Credit Card 2022, Forbes Advisor, Best Current Account for Overseas Use by Forbes 2022 and accredited as a top ten Most Loved Workplace 2022.  It was Banking Brand of The Year at the Moneynet Personal Finance Awards 2021 and received the Gold Award in the Armed Forces Covenants Employer Recognition Scheme 2021.

The community bank offers retail, business, commercial and private banking services, and prides itself on giving customers the choice to bank however, whenever and wherever they choose, and supporting the customers and communities it serves. Whether thats through its network of 76 stores open seven days a week, 362 days a year; on the phone through its UK-based contact centres; or online through its internet banking or award-winning mobile app, the bank offers customers real choice.

Metro Bank PLC. Registered in England and Wales. Company number: 6419578. Registered office: One Southampton Row, London, WC1B 5HA. Metrobank is the registered trademark of Metro Bank PLC.

It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Eligible deposits are protected by the Financial Services Compensation Scheme. For further information about the Scheme refer to the FSCS website . All Metro Bank products are subject to status and approval.

Metro Bank PLC is an independent UK bank it is not affiliated with any other bank or organisation (including the METRO newspaper or its publishers) anywhere in the world. Please refer to Metro Bank using the full name.