Notice of Written Resolution

METRO BANK HOLDINGS PLC ANNOUNCES NOTICE OF WRITTEN RESOLUTION

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”) (“UK MAR”).

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL, LEGAL, REGULATORY, TAX, BUSINESS, INVESTMENT OR OTHER ADVICE FROM YOUR OWN STOCKBROKER, BANK MANAGER, ACCOUNTANT, SOLICITOR, INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF IN THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

THIS ANNOUNCEMENT IS ONLY FOR DISTRIBUTION OR TO BE MADE AVAILABLE (A) IN THE UNITED STATES, TO “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND (B) TO PERSONS LOCATED AND RESIDENT OUTSIDE THE UNITED STATES. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

METRO BANK HOLDINGS PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 14387040)

(the “Issuer”)

in respect of the
£350,000,000 Fixed Rate Reset Callable Notes due 8 October 2025

(ISIN: XS2063492396; Common Code: 206349239)
(the “Notes”)

The Issuer today announces the circulation of a notice of written resolution (the “Notice of Written Resolution”) requesting that holders of the Notes (the “Noteholders”) consider the extraordinary resolution set out in the Notice of Written Resolution being proposed as a written resolution, which contains the proposal by the Issuer for Noteholders to consent to amendments to the trust deed dated 17 September 2019 between Metro Bank PLC (“Metro Bank”) and The Law Debenture Trust Corporation p.l.c. (the “Trustee”), as supplemented by a supplemental trust deed dated 19 May 2023 between the Issuer, the Trustee and Metro Bank (together, the “Trust Deed”), by way of a second supplemental trust deed to modify, upon prior satisfaction of the Effectiveness Conditions (as defined in the Notice of Written Resolution) and with effect on and from the Settlement Date (as defined in the Notice of Written Resolution and currently expected to be 30 November 2023), Condition 10(a) of the terms and conditions of the Notes such that the maturity date of the Notes will be the Settlement Date and the redemption of the Notes will be effected by way of delivery, to the holders thereof, of (i) the £1,000 in principal amount of the New MREL Notes (as defined in the Notice of Written Resolution) to be issued by the Issuer for each £1,000 in principal amount of Notes held by each such Noteholder and (ii) the Accrued Interest Amount (as defined in the Notice of Written Resolution) in cash, as well as consequential or related amendments to the Trust Deed (as more fully described in the Notice of Written Resolution, the “Proposal”).

The full terms and conditions of the Proposal are set out in the Notice of Written Resolution, which is available to Noteholders on the Tabulation Agent’s website at https://deals.is.kroll.com/metrobank. Noteholders are urged to read the Notice of Written Resolution carefully, together with any other publicly available information on the Issuer and its group which such Noteholder shall deem necessary, before submitting a Voting Instruction in connection with the Written Resolution (each as defined in the Notice of Written Resolution). The deadline for receipt by the Tabulation Agent of Voting Instructions is 5.00 p.m. (London time) on 14 November 2023 (such time and date as the same may be extended or amended in the sole and absolute discretion of the Issuer).

Unless the context otherwise requires, capitalised terms used in this Announcement and not otherwise defined herein have the same meanings given to them in the Notice of Written Resolution and the Trust Deed.

This Announcement is given by Metro Bank Holdings PLC and relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7(1) of UK MAR. For the purposes of UK MAR, this Announcement was authorised for release by Clare Gilligan, Company Secretary.

Further Information

Any questions relating to this Announcement or the Notice of Written Resolution should be addressed to the Tabulation Agent as follows:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

Email:  metrobank@is.kroll.com
Offer Website: https://deals.is.kroll.com/metrobank

Tel:         +44 20 7704 0880

Attention:         David Shilson

Dated: 7 November 2023