Natwest Group PLC

Director's Dealing • Mar 8, 2024

National Storage Mechanism | Additional information

RNS Number : 2049G

NatWest Group plc

08 March 2024

8 March 2024

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 2024 under the   NatWest Group plc 2014 Employee Share Plan (the Plan)   to the PDMRs set out below:

Name of PDMR	Position of PDMR	Award	Maximum no. of Shares eligible to vest
Robert Begbie	CEO Commercial & Institutional Ring-Fenced Bank (interim), CEO Commercial & Institutional Non Ring-Fenced Bank and CEO NatWest Markets	Deferred Award 1	223,175
Keiran Foad	Group Chief Risk Officer	RSP	689,684
Deferred Award 2	96,118
Oliver Holbourn	CEO, RBS International	Deferred Award³	114,016
David Lindberg	CEO, Retail Banking	RSP	543,388
Deferred Award 2	74,545
Scott Marcar	Group Chief Information Officer	RSP	689,684
Deferred Award 2	103,939
Katie Murray	Group Chief Financial Officer	RSP	653,915
Deferred Award 2	87,744
Mohammad Kamal Syed	Interim CEO, Coutts and Wealth Businesses	Deferred Award³	102,114
Paul Thwaite	Group Chief Executive Officer	RSP	677,576
Deferred Award 2	98,878
Jen Tippin	Group Chief People & Transformation Officer	RSP	689,684
Deferred Award 2	96,517
The prices per Share used on the grant of the above awards were Deferred Awards1 £1.9021, Deferred Awards2 £2.3312, Deferred Awards³ £2.1006 and RSP £1.7943.  The prices are discounted to reflect the absence of dividend equivalents during the vesting period.

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

A pre-vest performance assessment will take place for the RSP at the end of three years. Subject to this, the RSP will be eligible to vest between 2027 and 2031.  Deferred Awards will be eligible to vest between 2024 and 2031.

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.  

1. The Company announces that long term incentive awards (LTI), Deferred Awards and Buy-out Awards over Shares vested on 7 March 2024 to the PDMRs set out below. The awards were granted under   the Plan between   March 2019 and November 2023. 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 Commercial & Institutional Ring-Fenced Bank (interim), CEO Commercial & Institutional Non Ring-Fenced Bank and CEO NatWest Markets	LTI	67,384	33,068	34,316
Deferred Award	62,357	30,601	31,756
Keiran Foad 1	Group Chief Risk Officer	Buy-out Award	108,571	51,106	57,465
Oliver Holbourn2	CEO, RBS International	Deferred Award	64,109	12,694	51,415
David Lindberg	CEO, Retail Banking	Deferred Award	18,561	8,737	9,824
Scott Marcar1	Group Chief Information Officer	Buy-out Award	106,714	50,231	56,483
Katie Murray	Group Chief Financial Officer	LTI	210,766	99,209	111,557
Deferred Award	41,790	19,671	22,119
Mohammad Kamal Syed	Interim CEO, Coutts and Wealth Businesses	Deferred Award	52,925	24,913	28,012
Paul Thwaite	Group Chief Executive Officer	LTI	48,131	22,656	25,475
Deferred Award	49,561	23,329	26,232
Jen Tippin1	Group Chief People & Transformation Officer	Buy-out Award	159,981	75,305	84,676
Deferred Award	97,743	46,008	51,735
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 £2.5167.  

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

1. The Company announces that Shares were delivered to PDMRs on 7 March 2024, as set out below. The Shares delivered represent payment of a fixed share allowance for the three-month period ending 31 March 2024 and have been calculated using a share price of £2.4410.

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 Commercial & Institutional Ring-Fenced Bank (interim), CEO Commercial & Institutional Non Ring-Fenced Bank and CEO NatWest Markets	15,363	7,540	7,823
Keiran Foad	Group Chief Risk Officer	42,248	19,886	22,362
David Lindberg	CEO, Retail Banking	33,286	15,668	17,618
Scott Marcar	Group Chief Information Officer	42,248	19,887	22,361
Katie Murray	Group Chief Financial Officer	80,700	37,986	42,714
Paul Thwaite	Group Chief Executive Officer	112,863	53,125	59,738
Jen Tippin	Group Chief People & Transformation Officer	42,248	19,886	22,362

The market price used to determine the number of   Shares withheld to   meet associated tax liabilities   was £2.5167.   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.

4.  The Company announces that the PDMRs set out below have sold Shares on the date and at the price indicated:

Name of PDMR	Position of PDMR	No. of Shares sold	Sale price	Date of transaction
Scott Marcar	Group Chief Information Officer	152,000	£2.5064	7 March 2024
Robert Begbie	CEO Commercial & Institutional Ring-Fenced Bank (interim), CEO Commercial & Institutional Non Ring-Fenced Bank and CEO NatWest Markets	105,000	£2.5167	8 March 2024

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

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

Claire Kane

Director of Investor Relations

+44 20 7672 1758

NatWest Group Media Relations 

+44(0)131 523 4205

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