Natwest Group PLC

AGM Information • Apr 25, 2023

NatWest Group plc - Result of Annual General Meeting

25 April 2023

Following the Annual General Meeting held today at Gogarburn, Edinburgh EH12 1HQ, NatWest Group plc (the "Company") announces the results of the poll vote for each resolution as follows. Resolutions 18, 19, 21, 22, 24, 25 and 26 were passed as special resolutions.

	VOTES	%	VOTES	%	% of	VOTES
	FOR		AGAINST		ISC VOTED	WITHHELD
Resolution 1
To receive the 2022
Report and Accounts	33,704,005,852	99.99	2,055,844	0.01	88.20%	11,235,788
Resolution 2
To approve the Annual
remuneration report in
the Directors'
Remuneration Report	32,683,776,892	97.35	891,030,920	2.65	87.85%	142,525,464
Resolution 3
To declare a final
dividend of 10 pence
per ordinary share	33,711,741,396	99.99	3,512,332	0.01	88.22%	2,089,480
Resolution 4
To re-elect Howard
Davies as a Director	33,437,055,064	99.18	275,870,092	0.82	88.21%	4,420,752
Resolution 5
To re-elect Alison Rose
Slade as a Director	33,703,913,460	99.97	8,756,116	0.03	88.21%	4,685,648
Resolution 6
To re-elect Katie
Murray as a Director	33,655,342,524	99.83	56,088,472	0.17	88.21%	5,878,852

Resolution 7
To re -elect Frank
Dangeard as a Director	33,410,654,036	99.11	298,329,536	0.89	88.20%	8,325,140
Approval of Frank
Dangeard's
re -election by
independent
shareholders only	17,530,093,248	98.33	298,329,536	1.67	79.82%	8,325,140
Resolution 8
To elect Roisin Donnelly
as a Director	33,704,511,996	99.99	4,359,624	0.01	88.20%	8,437,608
Approval of Roisin
Donnelly's
election by independent
shareholders only	17,823,951,208	99.98	4,359,624	0.02	79.82%	8,437,608
Resolution 9
-elect Patrick To r e
Flynn as a Director	33,336,735,540	98.90	372,058,672	1.10	88.20%	8,562,636
Approval of Patrick
Flynn's re - election by
independent
shareholders only	17,456,174,752	97.91	372,058,672	2.09	79.81%	8,562,636
Resolution 10
To re -elect Morten Frii s
as a D irector	33,336,438,532	98.89	372,745,948	1.11	88.20%	8,172,220
Approval of Morten
Friis' re - election by
independent
shareholders only	17,455,877,744	97.91	372,745,948	2.09	79.82%	8,172,220
Resolution 1 1
To re -elect Yasmin
Jetha as a Director	33,704,567,904	99.99	4,214,640	0.01	88.20%	8,574,272
Approval of Yasmin	17,824,007,116	99.98	4,214,640	0.02	79.81%	8,574,272

Jetha's re -election by
independent
shareholders
Resolution 1 2
To elec t Stuart Lewis
as a Director	33,705,284,020	99.99	3,611,056	0.01	88.20%	8,453,912
Approval of Stuart
Lewis' election by
independent
shareholders only	17,824,723,232	99.98	3,611,056	0.02	79.82%	8,453,912
Resolution 1 3
To re -elect Mark
Seligman as a D irector	33,335,943,588	98.89	372,909,340	1.11	88.20%	8,500,928
Approval of Mark
Seligman's re -election
by independent
shareholders onl y	17,455,382,800	97.91	372,909,340	2.09	79.81%	8,500,928
Resolution 1 4
To re -elect Lena Wilson
as a Director	33,040,589,696	98.02	668,093,244	1.98	88.20%	8,669,212
Approval of Lena
Wilson's re -election by
independent
shareholders only	17,160,028,908	96.25	668,093,244	3.75	79.81%	8,669,212
Resolution 1 5
To re -appoint Ernst &
Young LLP as auditors	33,505,780,372	99.38	207,849,704	0.62	88.21%	3,721,216
Resolution 1 6
To authorise the Group
Audit Co mmittee to fix
the remuneration of the
auditors	33,708,645,028	99.99	4,601,376	0.01	88.21%	4,104,164
Resolution 1 7	33,215,634,468	98.53	496,967,952	1.47	88.21%	4,753,736

To renew the directors'
authority to allot shares in the Company
Resolution 1 8
To renew the directors'
authority to allot equity
securities on a non pre -
emptive basis in
connection with an
offer or issu e of equity
securities	33,666,507,152	99.91	30,079,260	0.09	88.17%	20,760,508
Resolution 19
To renew the directors'
authority to allot equity
securities on a non pre -
emptive basis in
connection with the
financing of a
transaction	33,415,630,312	99.16	282,007,476	0.84	88.17%	19,713,980
Resolution 2 0
To renew the dir ecto r s'
authority to allot
ordinary shares or
grant rights to
subscribe for or to
convert any security
into ordinary shares in
relation to Equity
Convertible Notes	33,484,642,760	99.37	212,925,996	0.63	88.17%	19,785,788
Resolution 2 1
To renew the directors'
authority to allot equity
securities on a non pre -	33,387,002,424	99.08	308,926,848	0.92	88.17%	21,426,452

emptive basis in
connect ion with Equity
Convertible Notes
Resolution 2 2
To renew the authority
to permit the holding of
General Meetings on 14
clear days' notice	32,914,294,972	97.63	800,145,148	2.37	88.22%	2,898,664
Resolution 2 3
To renew the authority
in respect of political
donations and
expenditure by the
Company i n terms of
Section 366 of the
Companies Act 2006	33,574,582,868	99.59	138,727,148	0.41	88.21%	4,004,260
Resolution 2 4
To renew the authority
for the Company to
purchase its own
shares on a recognised
investment exchange	33,480,514,284	99.32	229,013,848	0.68	88.20%	7,822,572
Resolution 2 5
To renew the authority
to make off -market
purchases of ordinary
shares from HM
Treasury	17,807,143,592	99.88	22,105,640	0.12	46.65%	7,546,208
Resolution 2 6
To authorise the
Company to make off -
market purchases of
preference securities	33,662,086,996	99.85	50,971,876	0.15	88.21%	4,278,628

* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.

In accordance with the UK Listing Authority's listing rules, a copy of the resolutions that do not constitute ordinary business at an annual general meeting will shortly be available for inspection at the National Storage Mechanism which is located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

A full text of the resolutions can be found in the Notice of Meeting which is available on the Company's website at www.natwestgroup.com.

As at 21 April 2023 (being the latest date by which shareholders who wanted to vote at the Annual General Meeting must have been entered on the company's Register of Members) the total number of voting rights in the company was 38,217,583,144.

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