TIDMNWG
RNS Number : 2784X
NatWest Group plc
25 August 2022
25 August 2022
NatWest Group plc
("NatWest Group" or the "Company")
Result of General Meeting and Class Meeting
Following the General Meeting and Class Meeting held today at
Gogarburn, Edinburgh EH12 1HQ, the Company announces that the
resolutions proposed at the General Meeting seeking approval by its
shareholders of the Special Dividend, Share Consolidation and
related matters, as well as the resolution proposed at the Class
Meeting seeking approval by the ordinary shareholders to sanction
the Share Consolidation and the amendment to its Articles proposed
at the General Meeting, were duly passed. Details of the
resolutions were set out in a circular distributed to NatWest
Group's shareholders and made available on the Company's website on
9 August 2022 (the "Circular"). Resolutions of the General Meeting
1 to 3 were passed as ordinary resolutions and resolutions 4 to 8
were passed as special resolutions. The resolution at the Class
Meeting was also passed as a special resolution.
An application has been made to the Financial Conduct Authority
for a total of 9,814,898,795 ordinary shares of
GBP1.076923076923077 each (which includes 123,180,005 ordinary
shares held in treasury and 28,874,872 unissued ordinary shares
under the Company's block listing arrangements for share plans)
(the "New Ordinary Shares") to be admitted to the premium segment
of the Official List and for the New Ordinary Shares to be admitted
to trading on the London Stock Exchange's main market for listed
securities. It is expected that dealings in the New Ordinary Shares
will commence at 8.00 a.m. on 30 August 2022.
Full details of the poll results are set out below.
Resolution For % Against % Total Withheld**
of of votes
votes votes cast
cast cast as %
of Issued
Share
Capital
1. To declare a special
dividend of 16.8p per
ordinary share. 36,209,296,300 99.97 10,536,148 0.03 87.01 6,183,972
--------------- ------- ------------ ------- ----------- -----------
2. To consolidate the
ordinary share capital*. 36,201,277,916 99.96 15,660,540 0.04 87.00 9,082,844
--------------- ------- ------------ ------- ----------- -----------
3. To amend the directors'
authority to allot
shares in the Company. 35,728,504,680 98.71 465,777,892 1.29 86.95 31,734,784
--------------- ------- ------------ ------- ----------- -----------
4. To amend the directors'
authority to allot
equity securities or
sell treasury shares
on a non pre-emptive
basis in connection
with an offer or issue
of equity securities. 36,111,277,848 99.79 77,344,416 0.21 86.94 37,398,940
--------------- ------- ------------ ------- ----------- -----------
5. To amend the directors'
authority to allot
equity securities or
sell treasury shares
on a non pre-emptive
basis in connection
with the purposes of
financing a transaction 35,809,544,788 98.95 379,016,652 1.05 86.94 37,461,764
--------------- ------- ------------ ------- ----------- -----------
6. To amend the authority
for the Company to
purchase its own shares
on a recognised investment
exchange 35,858,481,452 99.07 336,870,964 0.93 86.95 30,661,996
--------------- ------- ------------ ------- ----------- -----------
7. To amend the Directed
Buyback Contract in
relation to the existing
authority for off-market
purchases of ordinary
shares from HM Treasury 16,000,683,252 98.09 311,343,376 1.91 39.19 30,193,804
--------------- ------- ------------ ------- ----------- -----------
8. To amend the Company's
Articles of Association 36,182,531,476 99.97 11,613,316 0.03 86.95 31,876,412
--------------- ------- ------------ ------- ----------- -----------
Class Meeting of Ordinary Shareholders
1. To sanction and
consent to every variation,
alteration, modification
or abrogation of the
special rights attaching
to the ordinary shares,
and declare such resolution,
if passed, binding
on all ordinary shareholders. 36,213,293,412 99.97 12,482,572 0.03 87.03 47,610,548
--------------- ------- ------------ ------- ----------- -----------
*An amending resolution was passed as an ordinary resolution at
the General Meeting to replace the incorrect reference to "all
10,406,139,601 existing ordinary shares of GBP1 each in the capital
of the Company" in the second line of Resolution 2 in the Notice of
General Meeting with "every 14 existing ordinary shares of GBP1
each in the capital of the Company". This amendment was necessary
to clarify that it is every 14 existing ordinary shares (including
treasury shares) that are being consolidated into one intermediate
ordinary share in the capital of the Company before being divided
into 13 new ordinary shares in order to effect the 13 for 14 share
consolidation. The amending resolution was passed with
36,201,277,916 votes (99.96% of votes cast) for and 15,660,540
votes (0.04% of votes cast) against.
** A vote 'withheld' is not a vote in law and is not counted in
the calculation of the proportion of votes "for" or "against" a
resolution.
In accordance with the FCA's listing rules, a copy of the
resolutions passed at the General Meeting and Class Meeting will
shortly be available for inspection at the National Storage
Mechanism which is located at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Full text of the resolutions can be found in the Circular which
is available on the Company's website at www.natwestgroup.com .
As at 23 August 2022 (being the latest practicable date by which
shareholders eligible to vote at the General Meeting and ordinary
shareholders eligible to vote at the Class Meeting must have been
entered on the Company's Register of Members), the issued share
capital of the Company consisted of 10,406,139,604 ordinary shares
of GBP1.00 (excluding treasury shares), 240,686 11% cumulative
preference shares of GBP1.00 and 242,454 5.5% cumulative preference
shares of GBP1.00, each carrying four votes each on a poll and
132,655,390 ordinary shares held in treasury which carry no voting
rights. Therefore, the total number of voting rights in the Company
as at 23 August 2022 was 41,626,490,976.
For more information contact:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
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END
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