REG - NatWest Group plc - Result of AGM

NatwestAnnouncement

28/04/2022 18:30

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RNS Number : 7797J  NatWest Group plc  28 April 2022

NatWest Group plc - Result of Annual General Meeting

28 April 2022

 

Following the Annual General Meeting held today at Gogarburn, Edinburgh EH12
1HQ, NatWest Group plc (the "Company") announces the results of the poll vote
for each resolution as follows. Resolutions 19, 20, 22, 23 and 25 to 27 were
passed as special resolutions.

 

 

                                                                                  VOTES           %      VOTES          %      % of ISC VOTED  VOTES

FOR
AGAINST
WITHHELD
 Resolution 1                                                                     36,256,226,628  99.99  4,270,580      0.01   85.71%          400,147,260

 To receive the 2021 Report and Accounts

 Resolution 2                                                                     33,883,943,928  92.75  2,649,384,392  7.25   86.36%          126,953,196

 To approve the Directors' Remuneration Policy
 Resolution 3                                                                     36,237,314,672  98.87  414,528,384    1.13   86.64%          8,356,700

 To approve the Annual Report on Remuneration in the Directors' Remuneration
 Report
 Resolution 4                                                                     36,636,298,020  99.94  21,477,236     0.06   86.65%          2,497,336

 To declare a final dividend of 7.5 pence per ordinary share
 Resolution 5                                                                     35,837,758,484  97.77  817,139,400    2.23   86.65%          5,349,548

 To re-elect Howard Davies as a Director
 Resolution 6                                                                     36,349,901,100  99.17  305,126,148    0.83   86.65%          5,145,304

 To re-elect Alison Rose-Slade as a Director
 Resolution 7                                                                     36,633,538,964  99.95  18,950,896     0.05   86.64%          7,679,172

 To re-elect Katie Murray as a Director

 Resolution 8                                                                     29,459,990,820  80.38  7,191,766,308  19.62  86.64%          8,407,008

 To re-elect Frank Dangeard as a Director
 Approval of Frank Dangeard's                                                     9,062,860,492   55.76  7,191,766,308  44.24  79.69%          8,407,008

re-election by independent shareholders only
 Resolution 9                                                                     36,333,533,172  99.14  316,877,396    0.86   86.64%          9,748,576

 To re-elect Patrick Flynn as a Director
 Approval of Patrick Flynn's re-election by independent shareholders only         15,936,402,844  98.05  316,877,396    1.95   79.68%          9,748,576
 Resolution 10                                                                    36,043,546,816  98.35  605,984,960    1.65   86.63%          10,641,032

 To re-elect Morten Friis as a Director
 Approval of Morten Friis' re-election by independent shareholders only           15,646,416,488  96.27  605,984,960    3.73   79.68%          10,641,032
 Resolution 11                                                                    35,818,344,152  97.73  833,133,592    2.27   86.64%          8,695,264

 To re-elect Robert Gillespie as a Director
 Approval of Robert Gillespie's re-election by independent shareholders only      15,421,213,824  94.87  833,133,592    5.13   79.69%          8,695,264
 Resolution 12                                                                    36,641,708,504  99.97  10,362,796     0.03   86.64%          8,097,336

 To re-elect Yasmin Jetha as a Director
 Approval of Yasmin Jetha's re-election by independent shareholders               16,244,578,176  99.94  10,362,796     0.06   79.69%          8,097,336
 Resolution 13                                                                    36,273,002,496  98.97  378,076,752    1.03   86.64%          9,085,040

 To re-elect Mike Rogers as a Director
 Approval of Mike Rogers're-election by independent shareholders only             15,875,872,168  97.67  378,076,752    2.33   79.69%          9,085,040
 Resolution 14                                                                    36,274,797,056  98.97  376,576,944    1.03   86.64%          8,784,408

 To re-elect Mark Seligman as a Director
 Approval of Mark Seligman's re-election by independent shareholders only         15,877,666,728  97.68  376,576,944    2.32   79.69%          8,784,408
 Resolution 15                                                                    36,575,947,996  99.79  75,845,056     0.21   86.64%          8,369,252

 To re-elect Lena Wilson as a Director
 Approval of Lena Wilson's re-election by independent shareholders only           16,178,817,668  99.53  75,845,056     0.47   79.69%          8,369,252
 Resolution 16                                                                    36,349,451,420  99.16  306,680,040    0.84   86.65%          4,153,096

 To re-appoint Ernst & Young LLP as auditors
 Resolution 17                                                                    36,650,358,236  99.98  5,779,880      0.02   86.65%          4,150,160

 To authorise the Group Audit Committee to fix the remuneration of the auditors
 Resolution 18                                                                    36,146,651,372  98.61  508,649,596    1.39   86.65%          4,648,036

 To renew the directors' authority to allot shares in the Company
 Resolution 19                                                                    36,579,472,708  99.81  68,342,980     0.19   86.63%          12,166,628

 To renew the directors' authority to allot equity securities on a non
 pre-emptive basis in connection with an offer or issue of equity securities
 Resolution 20                                                                    36,008,025,720  98.25  641,460,572    1.75   86.63%          10,496,888

 To renew the directors' authority to allot equity securities on a non
 pre-emptive basis in connection with the purposes

 of financing a transaction
 Resolution 21                                                                    36,345,253,068  99.17  304,289,184    0.83   86.63%          10,362,356

 To renew the directors' authority to allot ordinary shares or grant rights to
 subscribe for or to convert any security into ordinary shares in relation to
 Equity Convertible Notes
 Resolution 22                                                                    36,239,519,588  98.89  408,369,452    1.11   86.63%          12,013,976

 To renew the directors' authority to allot equity securities on a non
 pre-emptive basis in connection with Equity Convertible Notes
 Resolution 23                                                                    35,943,283,764  98.06  711,583,004    1.94   86.65%          4,608,252

 To renew the authority to permit the holding of General Meetings on 14 clear
 days' notice
 Resolution 24                                                                    36,449,960,888  99.44  206,463,928    0.56   86.65%          3,391,748

 To renew the authority in respect of political donations and expenditure by
 the Company in terms of Section 366 of the Companies Act 2006
 Resolution 25                                                                    36,325,720,640  99.10  330,224,316    0.90   86.65%          4,272,700

 To renew the authority for the Company to purchase its own shares on a
 recognised investment exchange
 Resolution 26                                                                    16,225,472,008  99.80  32,545,616     0.20   38.43%          846,227,124

 To renew the authority to make off-market purchases of ordinary shares from HM
 Treasury
 Resolution 27                                                                    36,614,870,408  99.89  40,199,816     0.11   86.65%          4,764,524

 To authorise the Company to make off-market purchases of preference securities
 Resolution 28                                                                    33,666,256,300  92.58  2,698,582,140  7.42   85.96%          295,378,568

 To support the "Say on Climate" resolution

 

* A vote Withheld is not a vote in law and is not counted in the calculation
of the proportion of votes

"For" and "Against" a resolution.

 

 

In accordance with the UK Listing Authority's listing rules, a copy of the
resolutions that do not constitute ordinary business at an annual general
meeting will shortly be available for inspection at the National Storage
Mechanism which is located at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

A full text of the resolutions can be found in the Notice of Meeting which is
available on the Company's website at www.natwestgroup.com
(http://www.natwestgroup.com) .

 

Resolution 8

The Board is pleased that all resolutions were passed at today's AGM and would
like to thank shareholders for their engagement and support throughout the
year. We note, however, that resolution 8 (re-election of Frank Dangeard) was
passed with a lower level of support, particularly on the vote by independent
shareholders.

 

The Company complies with regulatory limits on the number of directorships
that directors of significant banks can hold. Non-executive directors' time
commitment is considered at least annually during year-end review meetings
with the Chairman, and also by the Board whenever a director seeks approval
for a new external appointment.

 

The Board understands however that some shareholders have expressed concerns
regarding the number of directorships that Mr Dangeard holds. The Chairman
intends to engage with and listen to shareholders to understand their
concerns.

 

Mr Dangeard brings considerable business experience and global expertise to
the Board. Mr Dangeard attended all scheduled Board and Committee meetings
during the year. The Board is entirely comfortable that Mr Dangeard is able to
devote sufficient time to his duties and greatly values his contribution.

 

As at 26 April 2022 (being the latest date by which shareholders who wanted to
vote at the Annual General Meeting must have been entered on the company's
Register of Members) the total number of voting rights in the company was
42,278,361,232.

 

Contact

 

Media Relations

+44 (0)131 523 4205

 

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

 

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