Metro Bank is pleased to announce receipt of over 75% support commitments from Tier 2 and MREL noteholders for Debt Refinancing

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, OR INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN METRO BANK HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

Metro Bank Holdings PLC (LSE: MTRO LN)

11 October 2023

Metro Bank Holdings PLC (“Metro Bank”)

Legal Entity Identifier: 984500CDDEAD6C2EDQ64

Metro Bank is pleased to announce receipt of over 75% support commitments from Tier 2 and MREL noteholders for its Debt Refinancing

Further to the announcement on 8 October 2023 by Metro Bank of the Capital Package (Metro Bank Announces Successful Capital Package: £325m Capital Raise and £600m Debt Refinancing) (“8 October 2023 Announcement”), Metro Bank today is pleased to announce that:

• holders of over 75% by value of the £250m fixed rate reset callable subordinated notes due June 2028 issued by Metro Bank plc (the “Tier 2 Instrument”); and
• holders of over 75% by value of the £350m fixed rate senior notes due October 2025 issued by Metro Bank (the “MREL Senior Instrument”),

have entered into the lock-up agreement to support the Transaction set out in the 8 October 2023 Announcement. Consequently, the required number of holders of both the Tier 2 Instrument and the MREL Senior Instrument are committed to support written resolutions to approve the Debt Refinancing. Support for the Debt Refinancing is one of the key pillars to the implementation of the Transaction set out in the 8 October 2023 Announcement.

The early participation incentives described in the Debt Refinancing shall apply to all holders, subject to completion of the Transaction.

Metro Bank has appointed Kroll Issuer Services to act as lock-up agent. Holders of the Tier 2 Instrument and MREL Senior Instrument are requested to send any accession or transfer materials to the lock-up agent using the details below:

Kroll Issuer Services

Attention: David Shilson

Email: metrobank@is.kroll.com

Telephone: + 44 (0)20 7704 0880

Capitalised terms not otherwise defined herein shall have the meaning ascribed to them in the 8 October 2023 Announcement.

The information contained within this announcement is deemed by Metro Bank to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (which forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) and was authorised for release by Clare Gilligan, Company Secretary.

For more information, please contact:

Metro Bank Investor Relations

Jo Roberts

+44 (0) 20 3402 8900

IR@metrobank.plc.uk

Metro Bank 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

Morgan Stanley & Co. International plc

Lead Financial Adviser

Paul Miller / Colm Donlon / Nishil Bhagani / Matthew Jarman

Debt Financial Adviser

Alex Menounos / Matteo Benedetto / Charles-Antoine Dozin

Asset Sale Adviser

Noreen Whyte / Tristan Collier

+44 (0) 20 7425 8000

RBC Capital Markets

Financial Adviser, Sponsor, Bookrunner and Corporate Broker

Oliver Hearsey / Elliot Thomas / Kathryn Deegan

+44 (0) 20 7653 4000

Moelis & Company

Debt Financial Adviser

Matthew Prest

+44 (0) 207 634 3567

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of Metro Bank. The information contained in this announcement is for background purposes only and does not purport to be full or  complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

A copy of the Prospectus and Circular, once published, will be available on Metro Bank’s website at https://www.metrobankonline.co.uk. Neither the content of Metro Bank’s website nor any website accessible by hyperlinks on Metro Bank’s website is incorporated in, or forms part of, this announcement. The Prospectus and Circular will provide further details of the Transaction, including securities being issued pursuant to the Equity Raise and the Debt Refinancing.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or

subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

No representations or warranties, express or implied, are made as to, and no reliance should be placed

on, the accuracy, fairness or completeness of the information presented or contained in this release.

This release contains certain forward-looking statements, which are based on current assumptions and estimates by the management of Metro Bank. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements. These risks may include, for example, changes in the global economic situation, and changes affecting individual markets and exchange rates.

Metro Bank provides no guarantee that future development and future results achieved will correspond to the forward-looking statements included here and accepts no liability if they should fail to do so. Neither Metro Bank nor any of its advisers undertakes any obligation to update these forward-looking statements or to publicly release any revisions that may be made to these forward-looking statements, which may result from events or circumstances arising after the date of this release.

This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any

securities, in any jurisdiction, or a recommendation in respect of buying,

holding or selling any securities.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the

Financial Conduct Authority (“FCA”) and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the Prospectus to be published by Metro Bank in due course.

RBC Europe Limited (trading as “RBC Capital Markets”), which is authorised by the Prudential Regulatory Authority (the “PRA”) and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Metro Bank Holdings PLC and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.  Neither RBC Capital Markets nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Metro Bank Holdings PLC and for no one else in connection with the subject matter of this announcement. Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the contents of this announcement or any matter referred to herein or otherwise.

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and regulated by the FCA in the UK, is acting as exclusive financial adviser to Metro Bank Holdings PLC and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

Cautionary statement regarding forward-looking statements

This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could”, “is confident”, or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Metro Bank’s plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass.

You are advised to read the Prospectus and Circular in their entirety, and, in particular, the section of the Prospectus headed “Risk Factors”, for a further discussion of the factors that could affect Metro Bank’s future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements, including statements regarding prospective financial information, in this announcement may not occur. These statements are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.

Neither Metro Bank nor any of its advisers is under any obligation to update or revise publicly any

forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).