NatWest Group plc ("NatWest Group")
18 March 2024
Notice of 2024 Annual General Meeting and Form of
Proxy
The Annual General Meeting ("AGM")
of NatWest Group will be held at Gogarburn, Edinburgh, EH12 1HQ at
11.00 a.m. on Tuesday 23 April 2024.
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 2023
Strategic Report or the 2023 Annual Report and Accounts, as
appropriate. The 2023 Strategic Report and the 2023 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 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.
Shareholders will be able to attend
the 2024 AGM in person and are also being invited to attend a
live Virtual Shareholder Event ("Virtual
Event"), which will be held at 6.00 p.m. on 15 April 2024.
By holding the Virtual Event as well as the
physical AGM we are providing shareholders with the opportunity to
engage with our current Chair Designate, Rick Haythornthwaite, who
is due to be appointed as Chair on 15 April 2024, and our CEO, Paul
Thwaite and ask questions prior to voting on the business of the
AGM.
Shareholders attending the AGM will,
as usual, be able to ask questions related to the business of the
AGM either at or in advance of the Q&A session, which will
precede the formal voting process. 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 12 and 13 of the Letter to
Shareholders. Any shareholders unable to join the AGM or Virtual
Event will be able to access recordings of both events at
natwestgroup.com/agm.
The webpage will also display
answers to shareholder questions on key themes from 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 11.00 a.m. on 19 April 2024, 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:
Equity Convertible Notes ("ECN")
authority
In line with the authorities
approved by shareholders in 2023, which will expire on the earlier
of the conclusion of our 2024 AGM or at the close of business on 30
June 2024, 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 billion
principal amount of ECNs in 2024.
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 2023, which will expire on the earlier of the
conclusion of our 2024 AGM or at the close of business on 30 June
2024, 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.
Amendments to directed buyback
contract with HM Treasury and renewal of directed buyback
authority
A special resolution is being
proposed that will authorise NatWest Group to amend the directed
buyback contract between NatWest Group and HM Treasury dated 7
February 2019 (the "Directed Buyback Contract"), to account for
certain changes in anticipation of the Financial Conduct
Authority's proposed reforms to the Listing Rules relating to
related party transactions, together with certain other
administrative amendments and updates (the "Amended Directed
Buyback Contract"). The Notice of Meeting will contain further
details on these changes and the Directed Buyback Contract, the
Amended Directed Buyback Contract, together with a comparison of
the two, will be available to view at
natwestgroup.com/agm
In line with the authority approved
by shareholders in 2023,
which will expire on the earlier of the conclusion
of our 2024 AGM or at the close of business on 30 June 2024, 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.
The Directed Buyback Contract
currently in place is limited to making such off-market purchases
up to a maximum of 4.99% of NatWest Group's issued ordinary share
capital from HM Treasury in any 12 month period. If the Amended
Directed Buyback Contract is approved and entered into, this will
permit purchases up to a maximum of 15% of NatWest Group's issued
ordinary share capital from HM Treasury in any 12 month period, so
long as no additional shareholder approval would be required under
the Listing Rules.
If approved, these resolutions, to
make off market purchases of NatWest Group ordinary shares from HM
Treasury together with the separate authority for NatWest Group to
make on-market purchase its own ordinary shares, will provide the
Board with flexibility to consider share buybacks.
For the avoidance of doubt, the
approval of the special resolution to make off-market purchases of
NatWest Group ordinary shares is not conditional on the approval of
the special resolution to authorise NatWest Group to amend the
Directed Buyback Contract.
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