Natwest Group PLC

Director's Dealing • Mar 8, 2024

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author: Levy, Jordan(LG&RA)
date: 2024-03-08 12:58:00+00:00

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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:

* 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. 

2. 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:

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.

3.  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:

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.

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

2. 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

| 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 Award1 | 223,175 |
| Keiran Foad | Group Chief Risk Officer | RSP | 689,684 |
| Keiran Foad | Group Chief Risk Officer | Deferred Award2 | 96,118 |
| Oliver Holbourn | CEO, RBS International | Deferred Award³ | 114,016 |
| David Lindberg | CEO, Retail Banking | RSP | 543,388 |
| David Lindberg | CEO, Retail Banking | Deferred Award2 | 74,545 |
| Scott Marcar | Group Chief Information Officer | RSP | 689,684 |
| Scott Marcar | Group Chief Information Officer | Deferred Award2 | 103,939 |
| Katie Murray | Group Chief Financial Officer | RSP | 653,915 |
| Katie Murray | Group Chief Financial Officer | Deferred Award2 | 87,744 |
| Mohammad Kamal Syed | Interim CEO, Coutts and Wealth Businesses | Deferred Award³ | 102,114 |
| Paul Thwaite | Group Chief Executive Officer | RSP | 677,576 |
| Paul Thwaite | Group Chief Executive Officer | Deferred Award2 | 98,878 |
| Jen Tippin | Group Chief People & Transformation Officer | RSP | 689,684 |
| Jen Tippin | Group Chief People & Transformation Officer | Deferred Award2 | 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. | 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. | 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. | 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. |

| 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 |
|
Robert Begbie |
CEO Commercial & Institutional Ring-Fenced Bank (interim), CEO Commercial & Institutional Non Ring-Fenced Bank and CEO NatWest Markets | Deferred Award | 62,357 | 30,601 | 31,756 |
| Keiran Foad1 | 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 |
|
Katie Murray |
Group Chief Financial Officer |
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 |
|
Paul Thwaite | Group Chief Executive Officer | Deferred Award | 49,561 | 23,329 | 26,232 |
|
Jen Tippin1 | Group Chief People & Transformation Officer
|
Buy-out Award | 159,981 | 75,305 | 84,676 |
|
Jen Tippin1 | Group Chief People & Transformation Officer
| Deferred Award | 97,743 | 46,008 | 51,735 |
| 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. | 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. | 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. | 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. | 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. | 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.
The PDMR is or has been an Internationally Mobile Employee and tax withholding has been applied accordingly. |

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

| 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 |