FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
March 23, 2021
Commission
File Number: 001-10306
NatWest
Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
NatWest Group plc ("NatWest
Group")
23 March 2021
Notice of 2021 Annual General Meeting and Form of
Proxy
The NatWest Group Annual General Meeting will be held on Wednesday,
28 April 2021 at 2.00 pm, at Gogarburn, Edinburgh EH12
1HQ.
The Notice of Meeting and Form of Proxy will be mailed or made
available to shareholders shortly, together with the 2020 Strategic
Report or the 2020 Annual Report and Accounts, as
appropriate. The 2020 Strategic Report and the 2020 Annual
Report and Accounts are also available to view online
at natwestgroup.com/annualreport. The
Notice of Meeting will also be available to view
at natwestgroup.com/agm.
Copies of the above documents will also be submitted to the
National Storage Mechanism today and will be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
On 19 March 2021, the Company announced via the Regulatory News
Service that it had agreed an off-market buyback transaction for
part of HM Treasury's holding. As the off-market buyback took place after
the commencement of printing of the Notice of Meeting (the Notice),
the supporting figures provided in the Notice and the accompanying
notes do not reflect the Company's issued share capital following
settlement of the off-market buyback.
The Company can confirm that, whilst the authorities requested
under Resolutions 17 to 21 and Resolution 24, as set out in the
Notice, will still be put to shareholders for approval, when
contemplating the use of such authorities, it will continue to
observe institutional guidelines and will accordingly reduce the
authorities for Resolutions 17 to 19 and 24 to reflect the
reduction in issued share capital which occurred as a result of the
off-market buyback. In the case of Resolution 25, the reduction in
issued share capital will automatically be taken into account under
the terms of such resolution.
COVID-19
In light of ongoing restrictions related to the COVID-19 pandemic,
in particular the
current Scottish and English laws preventing gatherings, the Board
has concluded that the 2021 AGM will follow the same format as last
year's AGM. Shareholder attendance at the 2021 AGM will, therefore,
be limited to the minimum quorum required under our Articles of
Association. The Company will facilitate the establishment of this
quorum and other shareholders will not be permitted to attend. In
these exceptional times we request that shareholders have regard to
their own safety and that of others and do not attempt to travel to
the meeting.
Should circumstances change, we will inform shareholders as soon as
we can. You are encouraged to monitor our website
at natwestgroup.com/agm and
also announcements issued via the Regulatory News
Service.
Although shareholders will not be able to attend the 2021 AGM in
person, similar to last year, they will be invited to attend a
'live' Virtual Shareholder Event ("Virtual Event"),
which will be held on 21 April 2021 at 2.00 p.m. The Virtual Event will provide shareholders
with the opportunity to hear from the Chairman, CEO and other Board
members, and ask questions prior to voting on the 2021 AGM
resolutions. By holding the Virtual Event, we aim to adhere to the
spirit of the Financial Reporting Council's AGM best practice
guidelines.
Shareholders can submit questions either in advance of, or during,
the Virtual Event. Details of how to join the Virtual Event and
submit questions can be found on pages 18 and 19 of the letter to
shareholders. Any shareholders unable to join the live event will
be able to access a recording at natwestgroup.com/agm. The webpage
will also display answers to questions by shareholders on key
themes as soon as is practically possible following the Virtual
Event.
Shareholders will be able to ensure their votes are counted at the
AGM by submitting their proxies, either online or by post, by the
proxy voting deadline of 2.00 p.m. on 26 April 2021.
In addition to the Virtual Event planned for 21 April 2021, it is
our intention to deliver further virtual shareholder events during
2021. Such events remain a key component of our stakeholder
engagement programme.
Business of the AGM
In addition to the routine AGM business, the following resolutions
are being proposed:
Equity Convertible Notes authority
In line with the authorities approved by shareholders in 2020,
which will expire on the earlier of the conclusion of our 2021 AGM
or 30 June 2021, two resolutions are being proposed in order to
renew authorities that will allow ordinary shares and equity
securities to be allotted in connection with the issue of Equity
Convertible Notes ("ECNs"): the first an ordinary resolution giving
the Directors authority to allot ordinary shares or grant rights to
subscribe for or to convert any security into ordinary shares up to
an aggregate nominal amount of £1.5 billion; and the other a
special resolution empowering the Directors to allot equity
securities on a non-pre-emptive basis up to an aggregate nominal
amount of £1.5 billion.
If approved, these two resolutions will provide NatWest Group with
flexibility to manage its capital by the issue of loss-absorbing
capital instruments in the form of ECNs. ECNs would convert
into newly issued ordinary shares in the Company upon the
occurrence of certain events (for example, NatWest Group's capital
ratios falling below a specified level), diluting existing holdings
of ordinary shares.
Authority to purchase own shares and directed buyback
authority
In line with the authority approved by shareholders in 2020, which
will expire on the earlier of the conclusion of our 2021 AGM or 30
June 2021, a resolution is being proposed as a special resolution
that will, if approved, grant NatWest Group authority to purchase
its own ordinary shares on a recognised investment exchange up to a
maximum of 10% of the issued ordinary share
capital.
The Directors consider it may, in certain circumstances, be in the
best interests of shareholders generally for NatWest Group to
purchase its own shares and the Directors will only make purchases
where, in the light of market conditions prevailing at the time,
they consider this to be the case. NatWest Group will also require
regulatory approval by the Prudential Regulation Authority for any
ordinary share capital distributions.
In line with the authority approved by shareholders in 2020, which
will expire on the earlier of the conclusion of our 2021 AGM or 30
June 2021, a special resolution is being proposed to renew the
authority granted to the Directors to make off-market purchases of
ordinary shares from HM Treasury. The intention would be to seek a
similar renewal at future AGMs while HM Treasury continues to hold
ordinary shares. The Directed Buyback Contract in place is limited
to making such off-market purchases up to a maximum of 4.99% of the
Company's issued ordinary share capital in any 12 month
period.
If approved, these two resolutions will provide the Board with
flexibility to consider share buybacks.
Authority to purchase preference shares
A special resolution is being proposed that will authorise the
Company to make off-market purchases of the following issuances of
securities:
(a) 15,000 non-cumulative preference shares, Series U (nominal
value of US$.01 each);
(b) £400,000 5.5 per cent. Cumulative Preference Shares of
£1.00; and
(c) £500,000 11.00 per cent. Cumulative Preference Shares of
£1.00.
Having authority to buy back such preferences shares may provide
the Company with additional flexibility in the management of its
capital base, taking into account other investment opportunities,
including the ability to replace the preference shares with other
forms of securities. The Directors intend to keep under review the
potential to buy back any or all of the preference shares. The
Resolution specifies the maximum prices at which the preference
shares may be purchased.
Articles of Association
A special resolution is being proposed which will, if approved,
adopt amended Articles of Association ("the Articles") of the
Company, the amendment being proposed is to change the name of the
Company, as referenced in the Articles from The Royal Bank of
Scotland Group plc to NatWest Group plc, following on from the name
change announced on 22 July 2020.
The Board unanimously recommends that shareholders vote in favour
of all resolutions.
Forward-looking statements
This document contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, such as statements that include, without limitation,
the words 'expect', 'estimate', 'project', 'anticipate', 'commit',
'believe', 'should', 'intend', 'will', 'plan', 'could',
'probability', 'risk', 'Value-at-Risk (VaR)', 'target', 'goal',
'objective', 'may', 'endeavour', 'outlook', 'optimistic',
'prospects' and similar expressions or variations on these
expressions. These statements concern or may affect future matters,
such as NatWest Group's future economic results, business plans and
strategies. In particular, this document may include
forward-looking statements relating to NatWest Group plc in respect
of, but not limited to: the impact of the Covid-19 pandemic, its
regulatory capital position and related requirements, its financial
position, profitability and financial performance (including
financial, capital, cost savings and operational targets), the
implementation of its Purpose-led strategy and the refocusing of
its NatWest Markets franchise, its ESG and climate related targets,
its access to adequate sources of liquidity and funding, increasing
competition from new incumbents and disruptive technologies, its
exposure to third party risks, its ongoing compliance with the UK
ring-fencing regime and ensuring operational continuity in
resolution, its impairment losses and credit exposures under
certain specified scenarios, substantial regulation and oversight,
ongoing legal, regulatory and governmental actions and
investigations, the transition of LIBOR and IBOR rates to
alternative risk free rates and NatWest Group's exposure to
economic and political risks (including with respect to terms
surrounding Brexit and climate change), operational risk, conduct
risk, cyber and IT risk, key person risk and credit rating
risk. Forward-looking statements are subject to a number of
risks and uncertainties that might cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statements. Factors that could cause or contribute to differences
in current expectations include, but are not limited to, the impact
of the Covid-19 pandemic, future acquisitions, the outcome of
legal, regulatory and governmental actions and investigations, the
level and extent of future impairments and write-downs (including
with respect to goodwill), legislative, political, fiscal and
regulatory developments, accounting standards, competitive
conditions, technological developments, interest and exchange rate
fluctuations, general economic and political conditions and the
impact of climate related risks and the transitioning to a low
carbon economy. These and other factors, risks and uncertainties
that may impact any forward-looking statement or NatWest Group
plc's actual results are discussed in NatWest Group plc's UK 2020
Annual Report and Accounts (ARA) and NatWest Group plc's filings
with the US Securities and Exchange Commission, including, but not
limited to, NatWest Group plc's most recent Annual Report on Form
20-F and Reports on Form 6-K. The forward-looking statements
contained in this document speak only as of the date of this
document and NatWest Group plc does not assume or undertake any
obligation or responsibility to update any of the forward-looking
statements contained in this document, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
Name of contact and telephone number for queries:-
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Date: 23
March 2021
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NATWEST
GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Chief Governance Officer and Company Secretary
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