Natwest Group PLC

AGM Information • Aug 25, 2022

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The Companies Act 2006

Public Company Limited by Shares

_____________________________

Resolutions

Of

NatWest Group plc (the “Company”)

The following resolutions (numbered as in the Notice of Meeting) were passed at the General Meeting of NatWest Group plc held on 25 August 2022 at 2.00 p.m. at Gogarburn, Edinburgh, EH12 1HQ.

Resolution 1

That, subject to and conditional upon:

(i) the passing of resolution 2 and the Class Meeting Resolution; and

(ii) admission of the New Ordinary Shares (as defined in resolution 2) to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities becoming effective at 8.00 a.m. on 30 August 2022 (or such later time and/or date as the Directors may in their absolute discretion determine) (“Admission”),

a dividend of £0.168 per Existing Ordinary Share (as defined in resolution 2) be, and is declared to be, paid to each Ordinary Shareholder on the register of members of the Company (the “Register”) as at 6.00 p.m. on 26 August 2022.

Resolution 2a

An amending resolution was passed at the General Meeting as an ordinary resolution 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.

Resolution 2

That, subject to and conditional upon the passing of resolutions 1 and 8 and the Class Meeting Resolution and Admission, all 10,406,139,601 existing ordinary shares of £1.00 each in the capital of the Company (the “Existing Ordinary Shares” and each an “Existing Ordinary Share”) in issue and as shown in the Register as at 6.00 p.m. on 26 August 2022 (or such other time and/or date as the Directors may in their absolute discretion determine) be and are consolidated into one ordinary share of £14.00 each in the capital of the Company (an “Intermediate Ordinary Share”), and, immediately

following such consolidation, every one Intermediate Ordinary Share be divided into 13 new ordinary shares of £1.076923076923077 each in the capital of the Company (the “New Ordinary Shares”), provided that:

(i) the Intermediate Ordinary Shares and the New Ordinary Shares shall have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Company’s articles of association (as amended pursuant to resolution 8); and

(ii) no Ordinary Shareholder shall be entitled to a fraction of a New Ordinary Share arising out of such consolidation and division, and the aggregate number of New Ordinary Shares to which an Ordinary Shareholder shall be entitled shall be rounded down to the nearest whole number of New Ordinary Shares. Any fraction of a New Ordinary Share to which an Ordinary Shareholder would otherwise have been entitled shall, so far as practicable, be aggregated into the maximum whole number of New Ordinary Shares resulting therefrom and the Directors be and are authorised and entitled to sell (or appoint any other person to sell) in the market such whole number of New Ordinary Shares so arising. For the purposes of implementing such sale:

(a) any Director may appoint and authorise any person to execute and deliver an instrument (or instruments) or instruction (or instructions) of transfer and to do any and all acts and things and make any and all arrangements as such Director considers necessary, expedient or appropriate to effect the transfer, settlement and/or disposal of such fractional entitlements;

(b) in respect of Ordinary Shareholders (excluding, for the avoidance of doubt, ADR Holders), the net proceeds of such sale (after the deduction of any expenses and/or commissions associated with such sale, including any VAT payable on the proceeds of sale) shall be paid in due proportion (rounded down to the nearest penny) to the relevant Ordinary Shareholders entitled to such fractions, save that where the proceeds that would otherwise be distributed from such sale (after the deduction of any expenses and/or commissions associated with such sale, including any VAT payable on the proceeds of such sale) are £5.00 or less in respect of any one Ordinary Shareholder’s holding, such proceeds shall be donated to ShareGift. Information on ShareGift can be found on its website https://www.sharegift.org/. For the purposes of determining fractional entitlements, each portion of an Ordinary Shareholder’s holding which is recorded in the Register by reference to a separate designation as at 6.00 p.m. on 26 August 2022 (or such other time and/or date as the Directors may in their absolute discretion determine), whether in certificated or uncertificated form, shall be treated as a separate holding;

(c) in respect of ADR Holders, the net proceeds of such sale (after the deduction of any

expenses and/or commissions associated with such sale (including any related VAT)) shall, subject to the terms of the Deposit Agreement (as applicable), be paid in due proportion (rounded down to the nearest whole cent) amongst the relevant ADR Holders who would otherwise be entitled to such fractions; and

(d) in the absence of bad faith or wilful default, neither the Company nor any person appointed pursuant to sub-paragraph (i) of this resolution 2 shall have any liability for any loss or damage arising as a result of the timing or terms of any sale pursuant to this resolution 2.

Resolution 3

That, subject to and conditional upon the passing of resolutions 1 and 2 and the Class Meeting Resolution and Admission, and in place of the equivalent authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to allot equity securities pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 to

exercise all the powers of the Company to:

(i) allot New Ordinary Shares in the Company or grant rights to subscribe for, or convert any security into, New Ordinary Shares in the Company up to an aggregate nominal amount of £3,468,713,201 (such amount to be reduced by any allotment or grant made under subparagraph (ii) below in excess of £3,468,713,201); and

(ii) allot New Ordinary Shares comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a maximum nominal amount of £6,937,426,402 (such amount to be reduced by any New Ordinary Shares allotted or rights granted under sub-paragraph (i) above) in connection with an offer by way of a rights issue (that is, an offer to subscribe for further securities by means of the issue of a renounceable letter or other negotiable document which may be traded for a period before payment for the securities is due):

(a) to holders of New Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and

(b) to holders of other equity securities (as defined in section 560 of the Companies Act 2006) if this is required by the rights of those equity securities or, if the Directors consider it necessary, as permitted by the rights of those equity securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, securities represented by depositary receipts, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any relevant regulatory body or stock exchange or any other matter.

This authority shall expire at the conclusion of the next annual general meeting of the Company, or at the close of business on 30 June 2023 (whichever is earlier), save that the Company may before such expiry (A) pursuant to the authority conferred by sub-paragraph (i) above, make any offer or agreement which would or might require New Ordinary Shares to be allotted, or rights to subscribe for, or convert securities into, New Ordinary Shares to be granted, after such expiry and the Directors may allot New Ordinary Shares or grant rights in pursuance of any such offer or agreement as if the

authority so conferred had not expired, and (B) pursuant to the authority conferred by subparagraph (ii) above, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority so conferred had not expired.

This authority is in addition and without prejudice to any other subsisting unutilised authorities conferred upon the Directors under section 80 of the Companies Act 1985 or section 551 of the Companies Act 2006.

Special Resolution 4

That, subject to and conditional upon the passing of resolutions 1, 2 and 3 and the Class Meeting Resolution and Admission and, in place of the equivalent authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to disapply pre-emption rights in connection with an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be and are generally and unconditionally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 3 or by way of a sale of

treasury shares, as if section 561 of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:

(i) the allotment (otherwise than pursuant to sub-paragraph (ii) below) of equity securities pursuant to the authority granted under resolution sub-paragraph (i) of resolution 3, and/or by virtue of section 560(3) of the Companies Act 2006, up to a maximum aggregate nominal amount of £520,306,980; and

(ii) the allotment of equity securities in connection with an offer or issue of equity securities (but in the case of the authority granted under sub-paragraph (ii) of resolution 3, by way of a rights issue as described in that resolution only) to or in favour of (a) holders of New Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings, and (b) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates, securities represented by depositary receipts, legal, regulatory or practical problems arising in, or under the laws of, any territory or the requirements of any relevant regulatory body or any stock exchange or any other matter.

This authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2023, unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if this authority conferred had not expired. Compliance

with the limit in sub-paragraph (ii) of resolution 3 shall be calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares (as defined in section 560 of the Companies Act 2006), by reference to the aggregate nominal amount of such shares which may be allotted pursuant to such rights.

Special Resolution 5
That, subject to and conditional upon the passing of resolutions 1, 2 and 3 and the Class Meeting Resolution and Admission and in addition to any authority granted under resolution 4, and in place of the equivalent authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to disapply pre-emption rights in connection with an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be and are generally and unconditionally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 3 or by way of a sale of treasury shares, as if section 561 of the Companies Act 2006 did not apply to any such allotment, provided that this authority shall be:

(i) limited to the allotment of equity securities, or sale of treasury shares, up to a maximum aggregate nominal amount of £520,306,980; and

(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group as at the date of the 2022 AGM.

This authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2023, but in each case, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after it expires, and the Directors may allot equity securities in pursuance of such offer or agreement as if this authority had not expired.

Special Resolution 6

That, subject to and conditional upon the passing of resolutions 1 and 2 and the Class Meeting Resolution and Admission, and in place of the similar authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to make market purchases of Ordinary Shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Company

is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies Act 2006) of New Ordinary Shares (as defined in resolution 2), provided that:

(i) the maximum number of New Ordinary Shares to be purchased is 966,284,391 (representing 10 per cent. of the total issued Ordinary Share capital, excluding treasury shares, as at 5 August 2022 (being the latest practicable date));

(ii) the minimum price which may be paid for a New Ordinary Share is £0.01 per share, which amount shall be exclusive of expenses; and

(iii) the maximum price (exclusive of expenses) which may be paid for a New Ordinary Share is, in respect of a New Ordinary Share contracted to be purchased on any day, the higher of: (i) an amount equal to 105 per cent. of the average of the midmarket quotations for a New Ordinary Share of the Company as derived from The Daily Official List of The London Stock Exchange for the five business days in England immediately preceding the day on which the New Ordinary Share is contracted to be purchased; (ii) the price of the last independent trade on the trading venue where the purchase is carried out; and (iii) the highest current independent purchase bid on that venue;

This authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2023, but in each case, prior to its expiry, the Company may conclude a contract to purchase New Ordinary Shares under the authority conferred prior to the expiry of such authority which will or may be executed wholly or partly after such expiry, and may make a purchase of New Ordinary Shares in pursuance of any such contract as if the authority conferred had not expired.

Special Resolution 7

That, subject to and conditional upon the passing of resolutions 1 and 2 and the Class Meeting Resolution and Admission, the following amendments to the contract between the Company and HM Treasury dated 7 February 2019 (a copy of which was produced to the General Meeting on 6 February 2019 and made available at the Company’s registered office prior to such date) (the “Directed Buyback Contract”), which was originally approved by special resolution passed at the general meeting of the Company on 6 February 2019 and then renewed at the annual general meetings of the Company on 29 April 2020, 28 April 2021 and 28 April 2022, be approved and the Directors be authorised to seek the approval of HM Treasury (and to make such modifications as may

be necessary to obtain such approval) and to adopt the Directed Buyback Contract as so modified and do all acts and things necessary to operate the Directed Buyback Contract as amended (the“Amended Directed Buyback Contract”):

(i) to amend the definition of “Approved Price Range” so that the words “(being £1.00 at the date of this Deed)” are deleted; and

(ii) to amend the definition of “Ordinary Share” from “an ordinary share of £1.00 in the capital of the Company” to “an ordinary share in the capital of the Company”.

This authority to amend the Directed Buyback Contract shall expire at the conclusion of the next annual general meeting of the Company, or at the close of business on 30 June 2023 (whichever is earlier).

Special Resolution 8

That, subject to and conditional upon the passing of resolutions 1 and 2 and the Class Meeting Resolution and Admission, the articles of association of the Company produced to the meeting and signed/initialled by the Chairman of the meeting for the purposes of identification be adopted as the new articles of association of the Company (the “New Articles”) in substitution for, and to the exclusion of, the current articles of association which were approved by special resolution passed at the general meeting of the Company on 28 April 2022 (the “Articles”).