Natwest Group PLC

Transaction in Own Shares • Mar 9, 2023

National Storage Mechanism | Additional information

RNS Number : 4803S

NatWest Group plc

09 March 2023

9 March 2023

NatWest Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION

1.   NatWest Group plc (the Company) announces that conditional restricted share plan awards (RSP) and deferred awards (Deferred Awards) over ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) have been granted on 7 March 2023 under the NatWest Group plc 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-

* Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share 

Name of PDMR	Position of PDMR	Award	Maximum no. of Shares eligible to vest
Robert Begbie	CEO, NatWest Markets	Deferred Award1	164,524
Peter Flavel	CEO, Wealth Businesses	RSP	331,606
Deferred Award2	52,858
Bruce Fletcher	Group Chief Risk Officer	RSP	455,679
Deferred Award2	38,447
Oliver Holbourn	CEO, RBS International	Deferred Award³	97,200
David Lindberg	CEO, Retail Banking	RSP	442,077
Deferred Award2	85,642
Scott Marcar	Group Chief Information Officer	Deferred Award1	395,716
Andrew McLaughlin	CEO, Commercial & Institutional (non-ring-fenced bank)	Deferred Award1	90,327
Katie Murray	Group Chief Financial Officer	RSP	431,451
Deferred Award2	73,596
Alison Rose	Group Chief Executive Officer	RSP	632,794
Deferred Award2	113,820
John-Paul Thwaite	CEO, Commercial & Institutional (ring-fenced bank)	RSP	425,074
Deferred Award2	63,764
Jen Tippin	Chief People & Transformation Officer	RSP	561,098
Deferred Award2	101,720
The prices per Share used on the grant of the above awards were Deferred Awards1£2.3249, Deferred Awards2 £2.8249, Deferred Awards³ £2.5463 and RSP £2.2055.  The prices are discounted to reflect the absence of dividend equivalents during the vesting period.

A pre-vest performance assessment will take place for the RSP at the end of three years. Subject to this, RSP will be eligible to vest between 2026 and 2030, Deferred Awards are eligible to vest between 2023 and 2030.

Malus provisions will apply to each award up until vesting and clawback provisions will apply for a period of seven years from the date of grant.  Such period can be extended to ten years in certain circumstances. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period. 

2. The Company announces that long term incentive awards (LTI), Deferred Awards and Buy-out Awards over Shares vested on 7 March 2023 to the PDMRs set out below. The awards were granted under the Plan between March 2017 and November 2022. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

Name of PDMR	Position of PDMR	Award	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Robert Begbie	CEO, NatWest Markets	Deferred Award	86,052	41,369	44,683
Peter Flavel	CEO, Wealth Businesses	LTI	7,457	3,511	3,946
Deferred Award	94,260	44,370	49,890
Bruce Fletcher1	Group Chief Risk Officer	LTI	99,924	47,035	52,889
Deferred Award	54,608	25,705	28,903
Buy-out Award	17,942	8,446	9,496
Oliver Holbourn2	CEO, RBS International	Deferred Award	56,338	17,833	38,505
Scott Marcar1	Group Chief Information Officer	Buy-out Award	288,951	136,012	152,939
Andrew McLaughlin2	CEO, Commercial & Institutional (non-ring-fenced bank)	LTI	89,344	9,610	79,734
Deferred Award	58,717	4,242	54,475
Katie Murray	Group Chief Financial Officer	LTI	129,313	60,869	68,444
Deferred Award	68,585	32,284	36,301
Alison Rose	Group Chief Executive Officer	LTI	431,715	203,212	228,503
John-Paul Thwaite	CEO, Commercial & Institutional (ring-fenced bank)	Deferred Award	67,051	31,563	35,488
Jen Tippin1	Chief People & Transformation Officer	Buy-out Award	159,981	75,305	84,676
1.     Vested Shares retained after payment of associated tax liabilities will be subject to retention periods which mirror the retention periods applicable to the PDMR's awards granted by their previous employer. 2.     The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly.

The market price used to meet associated tax liabilities was £2.920075. 

Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twenty four months, unless otherwise indicated in the table above.

3.  The Company announces that Shares were delivered to PDMRs on 7 March 2023, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 31 March 2023 and have been calculated using a share price of £2.9216.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-

Name of PDMR	Position of PDMR	No. of Shares delivered	No. of Shares withheld to satisfy associated tax liability	No. of Shares retained
Robert Begbie	CEO, NatWest Markets	12,836	6,173	6,663
Peter Flavel	CEO, Wealth Businesses	21,393	10,074	11,319
Bruce Fletcher	Group Chief Risk Officer	28,666	13,498	15,168
David Lindberg	CEO, Retail Banking	27,811	13,093	14,718
Scott Marcar	Group Chief Information Officer	35,298	16,619	18,679
Andrew McLaughlin	CEO, Commercial & Institutional (non-ring-fenced bank)	1,712	807	905
Katie Murray	Group Chief Financial Officer	65,461	30,814	34,647
Alison Rose	Group Chief Executive Officer	96,010	45,195	50,815
John-Paul Thwaite	CEO, Commercial & Institutional (ring-fenced bank)	26,741	12,588	14,153
Jen Tippin	Chief People & Transformation Officer	35,298	16,619	18,679

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £2.920075. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three or five year period.

All of the above transactions took place on the London Stock Exchange (XLON).

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:-

NatWest Group Investor Relations

Alexander Holcroft

Head of Investor Relations

+44 20 7672 1758

NatWest Group Media Relations 

+44(0)131 523 4205

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