REG - NatWest Group plc - Result of General Meeting and Class Meeting

NatwestAnnouncement

25/08/2022 16:45

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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 £1.076923076923077 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             % of votes cast  Against      % of votes cast  Total votes cast as % of Issued Share Capital  Withheld**
 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        36,111,277,848  99.79            77,344,416   0.21             86.94                                          37,398,940
 treasury shares on a non pre-emptive basis in connection with an offer or
 issue of equity securities.
 5.   To amend the directors' authority to allot equity securities or sell        35,809,544,788  98.95            379,016,652  1.05             86.94                                          37,461,764
 treasury shares on a non pre-emptive basis in connection with the purposes of
 financing a transaction
 6.   To amend the authority for the Company to purchase its own shares on a      35,858,481,452  99.07            336,870,964  0.93             86.95                                          30,661,996
 recognised investment exchange
 7.   To amend the Directed Buyback Contract in relation to the existing          16,000,683,252  98.09            311,343,376  1.91             39.19                                          30,193,804
 authority for off-market purchases of ordinary shares from HM Treasury
 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     36,213,293,412  99.97            12,482,572   0.03             87.03                                          47,610,548
 abrogation of the special rights attaching to the ordinary shares, and declare
 such resolution, if passed, binding on all ordinary shareholders.

 

*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 £1 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 £1 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
(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 (http://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 £1.00 (excluding treasury shares), 240,686 11% cumulative
preference shares of £1.00 and 242,454 5.5% cumulative preference shares of
£1.00, 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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