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’re a UK-based Retail and SME focussed bank. We have a low risk balance sheet dominated by prime mortgage assets and are mainly funded by low cost retail deposits.

3.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.

4.We have delivered strong financial progress alongside business momentum in 2022. Our statutory profit before tax of £132.6 million is over 4 times higher than the twelve months ended 2021.

5.We are well-progressed with our final flagship transformation programme to move on to one IT platform across mortgages and savings, and bring our mortgage servicing operations back in house.

6.Our board and management team have a delivery-focused track record.

7.We are now in strong position for the next step in our capital journey, with significant scope to optimise our capital stack and enhance enterprise value.

Holding company A&B Shares

The Co-operative Bank Holdings Limited (‘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 Limited.

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

Private limited parent company, and the issuer of unlisted A shares and B shares.

Intermediate parent company (resolution entity) wholly owned by The Co-operative Bank Holdings Limited. Owns 100% of The Co-operative Bank p.l.c. Established as external MREL issuance (issuer of listed debt securities) entity to provide structural subordination

Operating company wholly owned by The Co-operative Bank Finance p.l.c, and issuer of listed debt