Shareholder information

Investment Highlights

Why invest?

Here at The Co-operative Bank we aim to be the go-to digital and ethical bank in the UK, for both Retail and SME customers, and we believe the following reasons set us apart:

1. We’re over 150 years old. Our long history of co-operative values and our ESG-focused brand strength is distinct in the market, and a reason many customers choose to bank with us.
2. We have been rated as the UK’s best Environmental, Social and Governance (ESG) high street bank by Sustainalytics*.
3. We’re a UK-based Retail and SME focused bank. We have a low risk balance sheet dominated by prime mortgage assets and are mainly funded by low cost retail deposits.
4. We provide UK-based, award-winning, multi-channel servicing. Couple this with our strong brand recognition and you can see what drives our loyal customer base.
5. We have delivered sustainable profit in 2023, in line with our expectations, with a RoTE of 10.1% and strong NIM momentum into 2024.
6. We have a strong capital base, with a CET1 ratio of 20.4%, prior to the proposed dividend. The Board recommended a dividend of 0.13p with its Full Year 2023 Results.
7. Our liquidity position is strong, with a LCR of 211% and £1.4bn headroom to our target Pillar 1 LCR of 130%.
8. We are well-progressed with our flagship transformation programme to move on to one IT platform across mortgages and savings which is set to be completed in 2024, which will result in an enhanced suite of savings and mortgage products and an improved customer experience.
9. Our Board and management team have a delivery-focused track record.
10. We remain one notch off investment grade with both Fitch and Moody’s and are on Positive outlook with both thanks to our strong performance in recent years.

*As of October 2023, The Co-operative Bank received an ESG Risk Rating of 8.5 from Morningstar Sustainalytics and was assessed to be at negligible risk of experiencing financial impacts from ESG factors. In no event should this Risk Rating be construed as investment advice or expert opinion as defined by the applicable legislation.

Holding company A&B Shares

The Co-operative Bank Holdings plc (‘Holding Company’) has 9,029 million A Shares of £0.0001 currently in issue. A Shares are entitled to dividends paid by The Co-operative Bank Holdings plc.

No A Share shareholder is entitled to attend, receive notice of, or vote at a general meeting of the Holding Company, save where a resolution is to be proposed abrogating or varying any of the rights or privileges attached to the A Shares; for the winding up or dissolution of the Holding Company, in respect of the purchase or redemption of any share capital by the Holding Company (save for the redemption of B Shares), or in respect of a Bank or IPO Exit.

How to trade A Shares?

A Shares aren’t listed. Brokers may intermediate A Share sales in secondary markets. For further information, please contact investorrelations@co-operativebank.co.uk. Alternatively, if you’re looking for the A Share registrar, this is Computershare, available at https://www.computershare.com/uk.

B Shares Description

The Holding Company issues redeemable B preference shares of £0.01 for every 1% of A Shares held, where the aggregate A shareholding is equal to or greater than 10% of the total in issue, and the shareholder is deemed to be a ‘qualifying’ shareholder.

Each and every holder of B Shares (a “B Shareholder”) is entitled to receive notice of, attend, and vote at a general meeting of the Holding Company, with one vote in respect of each B Share registered in the name of the holder. The B shareholders are entitled to appoint up to 2 NEDs to the Boards and certain matters may only be undertaken by the Board of the Holding Company or approved for implementation at Bank level with the prior approval of the holders of more than 50% of the B shares in issue.

Ownership structure

Public limited parent company (resolution entity), and the issuer of unlisted A shares and B shares. Issuing entity for all regulatory capital and MREL qualifying debt.

Intermediate parent company wholly owned by The Co-operative Bank Holdings plc. Owns 100% of The Co-operative Bank p.l.c. Previous issuance entity for regulatory capital and MREL qualifying debt prior to notice of Issuer Substitution on 6 November 2023 at which point The Co-operative Bank Holdings plc replaced The Co-operative Bank Finance p.l.c as the principal debtor and issuer of the group’s existing capital and MREL qualifying debt.

Operating company wholly owned by The Co-operative Bank Finance p.l.c. Originator of assets used for any covered bond or RMBS funding.