TIDMNWG
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 .
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 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 s hareholders 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
GBP1.5 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 GBP1.5 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) GBP242,454 5.5 per cent. Cumulative Preference Shares of
GBP1.00; and
(b) GBP240,686 11.00 per cent. Cumulative Preference Shares of
GBP1.00.
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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