Natwest Group PLC

AGM Information • Apr 29, 2022

NatWest Group plc - Result of Annual General Meeting

28 April 2022

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 19, 20, 22, 23 and 25 to 27 were passed as special resolutions.

	VOTES FOR	%	VOTES AGAINST	%	% of ISC	VOTES WITHHELD
					VOTED
Resolution 1
To receive the 2021
Report and Accounts	36,256,226,628	99.99	4,270,580	0.01	85.71%	400,147,260
Resolution 2
To approve the
Directors'
Remuneration Policy	33,883,943,928	92.75	2,649,384,392	7.25	86.36%	126,953,196
Resolution 3
To approve the Annual
Report on
Remuneration in the
Directors'
Remuneration Report	36,237,314,672	98.87	414,528,384	1.13	86.64%	8,356,700
Resolution 4
To declare a final
dividend of 7.5 pence
per ordinary share	36,636,298,020	99.94	21,477,236	0.06	86.65%	2,497,336
Resolution 5
To re-elect Howard
Davies as a Director	35,837,758,484	97.77	817,139,400	2.23	86.65%	5,349,548
Resolution 6	36,349,901,100	99.17	305,126,148	0.83	86.65%	5,145,304

To re-elect Alison Rose
Slade as a Director
Resolution 7
To re-elect Katie
Murray as a Director	36,633,538,964	99.95	18,950,896	0.05	86.64%	7,679,172
Resolution 8
To re-elect Frank
Dangeard as a Director	29,459,990,820	80.38	7,191,766,308	19.62	86.64%	8,407,008
Approval of Frank
Dangeard's
re-election by
independent
shareholders only	9,062,860,492	55.76	7,191,766,308	44.24	79.69%	8,407,008
Resolution 9
To re-elect Patrick
Flynn as a Director	36,333,533,172	99.14	316,877,396	0.86	86.64%	9,748,576
Approval of Patrick
Flynn's re-election by
independent
shareholders only	15,936,402,844	98.05	316,877,396	1.95	79.68%	9,748,576
Resolution 10
To re-elect Morten Friis
as a Director	36,043,546,816	98.35	605,984,960	1.65	86.63%	10,641,032
Approval of Morten
Friis' re-election by
independent
shareholders only	15,646,416,488	96.27	605,984,960	3.73	79.68%	10,641,032
Resolution 11
To re-elect Robert
Gillespie as a Director	35,818,344,152	97.73	833,133,592	2.27	86.64%	8,695,264
Approval of Robert
Gillespie's re-election by
independent	15,421,213,824	94.87	833,133,592	5.13	79.69%	8,695,264

shareholders only
Resolution 12
To re-elect Yasmin
Jetha as a Director	36,641,708,504	99.97	10,362,796	0.03	86.64%	8,097,336
Approval of Yasmin
Jetha's re-election by
independent
shareholders	16,244,578,176	99.94	10,362,796	0.06	79.69%	8,097,336
Resolution 13
To re-elect Mike Rogers
as a Director	36,273,002,496	98.97	378,076,752	1.03	86.64%	9,085,040
Approval of Mike
Rogers're-election by
independent
shareholders only	15,875,872,168	97.67	378,076,752	2.33	79.69%	9,085,040
Resolution 14
To re-elect Mark
Seligman as a Director	36,274,797,056	98.97	376,576,944	1.03	86.64%	8,784,408
Approval of Mark
Seligman's re-election
by independent
shareholders only	15,877,666,728	97.68	376,576,944	2.32	79.69%	8,784,408
Resolution 15
To re-elect Lena Wilson
as a Director	36,575,947,996	99.79	75,845,056	0.21	86.64%	8,369,252
Approval of Lena
Wilson's re-election by
independent
shareholders only	16,178,817,668	99.53	75,845,056	0.47	79.69%	8,369,252
Resolution 16
To re-appoint Ernst &
Young LLP as auditors	36,349,451,420	99.16	306,680,040	0.84	86.65%	4,153,096
Resolution 17	36,650,358,236	99.98	5,779,880	0.02	86.65%	4,150,160

To authorise the Group
Audit Committee to fix
the remuneration of the
auditors
Resolution 18
To renew the directors'
authority to allot shares
in the Company	36,146,651,372	98.61	508,649,596	1.39	86.65%	4,648,036
Resolution 19
To renew the directors'
authority to allot equity
securities on a non pre
emptive basis in
connection with an
offer or issue of equity
securities	36,579,472,708	99.81	68,342,980	0.19	86.63%	12,166,628
Resolution 20
To renew the directors'
authority to allot equity
securities on a non pre
emptive basis in
connection with the
purposes
of financing a
transaction	36,008,025,720	98.25	641,460,572	1.75	86.63%	10,496,888
Resolution 21
To renew the directors'
authority to allot
ordinary shares or
grant rights to
subscribe for or to
convert any security
into ordinary shares in	36,345,253,068	99.17	304,289,184	0.83	86.63%	10,362,356

relation to Equity
Convertible Notes Resolution 22
To renew the directors'
authority to allot equity
securities on a non pre
emptive basis in
connection with Equity
Convertible Notes	36,239,519,588	98.89	408,369,452	1.11	86.63%	12,013,976
Resolution 23
To renew the authority
to permit the holding of
General Meetings on 14
clear days' notice	35,943,283,764	98.06	711,583,004	1.94	86.65%	4,608,252
Resolution 24
To renew the authority
in respect of political
donations and
expenditure by the
Company in terms of
Section 366 of the
Companies Act 2006	36,449,960,888	99.44	206,463,928	0.56	86.65%	3,391,748
Resolution 25
To renew the authority
for the Company to
purchase its own
shares on a recognised
investment exchange	36,325,720,640	99.10	330,224,316	0.90	86.65%	4,272,700
Resolution 26
To renew the authority
to make off-market
purchases of ordinary
shares from HM	16,225,472,008	99.80	32,545,616	0.20	38.43%	846,227,124

Treasury
Resolution 27
To authorise the
Company to make off
market purchases of
preference securities	36,614,870,408	99.89	40,199,816	0.11	86.65%	4,764,524
Resolution 28
To support the "Say on
Climate" resolution	33,666,256,300	92.58	2,698,582,140	7.42	85.96%	295,378,568

* 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.

Resolution 8

The Board is pleased that all resolutions were passed at today's AGM and would like to thank shareholders for their engagement and support throughout the year. We note, however, that resolution 8 (re-election of Frank Dangeard) was passed with a lower level of support, particularly on the vote by independent shareholders.

The Company complies with regulatory limits on the number of directorships that directors of significant banks can hold. Non-executive directors' time commitment is considered at least annually during year-end review meetings with the Chairman, and also by the Board whenever a director seeks approval for a new external appointment.

The Board understands however that some shareholders have expressed concerns regarding the number of directorships that Mr Dangeard holds. The Chairman intends to engage with and listen to shareholders to understand their concerns.

Mr Dangeard brings considerable business experience and global expertise to the Board. Mr Dangeard attended all scheduled Board and Committee meetings during the year. The Board is entirely comfortable that Mr Dangeard is able to devote sufficient time to his duties and greatly values his contribution.

As at 26 April 2022 (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 42,278,361,232.

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