NatWest Group plc ("NatWest Group")
19 March 2025
Notice of 2025 Annual General Meeting and Form of
Proxy
The Annual General Meeting ("AGM")
of NatWest Group will be held at Gogarburn, Edinburgh, EH12 1HQ at
10:00am on Wednesday 23 April 2025.
The Notice of Meeting, contained
within the Letter to Shareholders, and Form of Proxy will be mailed
or made available to shareholders shortly, together with the 2024
Strategic Report or the 2024 Annual Report and Accounts, as
appropriate. The 2024 Strategic Report and the 2024 Annual
Report and Accounts are available to view online at investors.natwestgroup.com/annual-report. The Notice of Meeting will be available to view
at natwestgroup.com/agm.
Copies of the Letter to Shareholders and Form of Proxy will also be
submitted to the National Storage Mechanism today and will be
available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholders will be able to attend
the 2025 AGM in person and are also being invited to attend a
live Virtual Shareholder Event ("Virtual
Event"), which will be held at 6:00pm on 10 April 2025.
By holding the Virtual Event as well as the
physical AGM we are providing shareholders with the opportunity to
engage with our Chair, Rick Haythornthwaite and our CEO, Paul
Thwaite and ask questions prior to voting on the business of the
AGM.
Shareholders will be able to ask
questions related to the business of the AGM. Shareholders are
requested to submit questions in advance of the meeting by
emailing nwgagm@computershare.co.uk.
This will allow questions to be addressed in a comprehensive and
constructive manner during the Q&A session, which will precede
the formal voting process at the AGM. A question registration desk
will be available at the AGM venue for those shareholders attending
the meeting in person who wish to register their question before
the meeting. Shareholders attending the Virtual Event can also
submit questions before or during the event.
Further details on the AGM and the
Virtual Event, including how to ask questions at each event, can be
found on pages 11 and 12 of the Letter to
Shareholders. Shareholder who are unable to join the AGM or Virtual
Event will be able to access recordings of both events at
natwestgroup.com/agm.
We will also be offering the facility
for intermediary shareholders to join the Virtual Event via the
Investor Meet Company platform. Further details on how to
register can be found at https://www.investormeetcompany.com/natwest-group-plc/register.
Our webpage will also display
answers to shareholder questions addressed during the Virtual
Event as soon as is practically possible following the event.
Please note that shareholders who submit
questions will be deemed to consent to their names being
mentioned while their questions are
addressed at the AGM or Virtual Event.
Shareholders can ensure their votes
are counted at the AGM by submitting their proxies, either online
or by post, so that they are received by the proxy voting deadline
of 10:00am on 17 April 2025, or if attending the AGM, by voting at
the meeting.
Business of the AGM
In addition to the routine AGM
business, the following resolutions are being proposed:
Directors' remuneration
policy
A resolution is being proposed to
approve the Directors' remuneration policy (the "Policy") in the
Directors' remuneration report as set out in the Annual Report for
the year ended 31 December 2024.
The Policy sets out the proposed
forward-looking policy for Directors and is subject to a binding
shareholder vote, in line with UK legislation. The Policy details
each element of remuneration for Directors and how this supports
delivery of the Company's strategy and purpose. Provided that the
new Policy is approved by shareholders, it will be capable of
operating for a maximum period of three years, until the 2028 AGM
at the latest. Once approved, payments can only be made to
Directors if they are in accordance with the agreed Policy. If the
Company wishes to make changes to the Policy during this period,
then a new policy must be submitted to shareholders for
approval.
Equity Convertible Notes ("ECN")
authority
In line with the authorities
approved by shareholders in 2024, which will expire on the earlier
of the conclusion of our 2025 AGM or at the close of business on 30
June 2025, 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 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 the proposed
£1.5 billion authority is approved by shareholders, and subject to
market conditions, the Company plans to issue up to £1.2 billion
principal amount of ECNs in 2025.
If approved, these two resolutions
will provide NatWest Group with flexibility to manage its capital
through 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
In line with the authority approved
by shareholders in 2024, which will expire on the earlier of the
conclusion of our 2025 AGM or at the close of business on 30 June
2025, 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 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 purchase of NatWest Group ordinary
shares.
Renewal of directed buyback
authority
In line with the authority approved
by shareholders in 2024, which will expire on the earlier of the
conclusion of our 2025 AGM or at the close of business on 30 June
2025, a special resolution is being proposed to renew the authority
granted to the Directors to make off-market purchases of NatWest
Group ordinary shares from HM Treasury.
There is a Directed Buyback Contract
currently in place which is limited to making such off-market
purchases up to a maximum of 15% of NatWest Group's issued ordinary
share capital from HM Treasury in any 12 month period. In practice,
the operation of this resolution will be limited by the number of
shares held by HM Treasury, which as at 13 March 2025, the latest
practicable date prior to publication of the Notice of Meeting, is
4.82%.
If approved, this resolution, to
make off market purchases of NatWest Group ordinary shares from HM
Treasury, will provide the Board with flexibility to consider share
buybacks.
Authority to purchase preference
shares
A special resolution is being
proposed that will authorise NatWest Group to make off-market
purchases of the following issuances of securities:
(a) £242,454 5.5 per cent.
Cumulative Preference Shares of £1.00; and
(b) £240,686 11.00 per cent.
Cumulative Preference Shares of £1.00.
Having authority to buy back such
preferences shares may provide NatWest Group 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.
The Board recommends that
shareholders vote in favour of all resolutions.
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