REG - NatWest Group plc - Notice of AGM

NatwestAnnouncement

20/03/2023 15:15

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RNS Number : 5647T  NatWest Group plc  20 March 2023

NatWest Group plc ("NatWest Group")

 

20 March 2023

 

Notice of 2023 Annual General Meeting and Form of Proxy

 

The Annual General Meeting of NatWest Group will be held at Gogarburn,
Edinburgh, EH12 1HQ at 11.00 a.m. on Tuesday 25 April 2023.

 

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 2022 Strategic Report or the 2022 Annual Report and Accounts, as
appropriate.  The 2022 Strategic Report and the 2022 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 (http://www.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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Shareholders will be able to attend the 2023 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 18 April 2023. By holding the Virtual Event as
well as the physical AGM we are providing shareholders with the opportunity to
engage with our Chairman, Howard Davies and our CEO, Alison Rose, DBE 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 11 and 12 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 21 April 2023, 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 authority

In line with the authorities approved by shareholders in 2022, which will
expire on the earlier of the conclusion of our 2023 AGM or at the close of
business on 30 June 2023, 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 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 and directed buyback authority

In line with the authority approved by shareholders in 2022, which will expire
on the earlier of the conclusion of our 2023 AGM or at the close of business
on 30 June 2023, 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 authority was amended at a General
Meeting held on 25 August 2022 to preserve the position as if the August 2022
share consolidation had not taken place.

 

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.

 

In line with the authority approved by shareholders in 2022, which will expire
on the earlier of the conclusion of our 2023 AGM or at the close of business
30 June 2023, 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 authority was amended at a General
Meeting held on 25 August 2022 to preserve the position as if the August 2022
share consolidation had not taken place.

 

The Directed Buyback Contract 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 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 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 recommend 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

 

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