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Natwest Group PLC

Proxy Solicitation & Information Statement Mar 19, 2025

4644_agm-r_2025-03-19_f1b10c09-a423-4249-bdce-3622da230471.pdf

Proxy Solicitation & Information Statement

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The Chair of NatWest Group plc (the "Company") invites you to submit questions and vote on the business of the Annual General Meeting of the Company to be held at 10:00am on Wednesday, 23 April 2025.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of proxy Annual General Meeting ("AGM") to be held on Wednesday, 23 April 2025

Vote online View Register

It's fast, easy and secure. Cast your vote online at: www.investorcentre.co.uk/eproxy

Control number: SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditions.

Annual Report: investors.natwestgroup.com/annual-report

Letter to shareholders:

at – elect for electronic communications & manage your shareholding online.

To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 17 April 2025 at 10:00am.

Explanatory notes:

    1. a) Shareholders have the right to appoint a proxy of their choice, who need not be a shareholder, to exercise all or any of their rights, to attend, speak and vote on their behalf regarding the business of the AGM. If you wish to appoint someone other than the Chairman of the AGM, please insert the name of your chosen proxy in the space provided. If appointing a proxy for less than your full voting entitlement, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act. If the box is left blank your proxy will be deemed authorised in respect of your full voting entitlement; and b) If returned without an indication as to how to vote on a particular matter, or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote. Further details relating to the appointment of proxies can be found on page 9 of the letter to shareholders.
    1. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Registrar's helpline on 0370 702 0135, or by photocopying the reverse of this form. Please indicate in the relevant box if appointing more than one proxy. All forms must be signed and returned together in the same envelope.
    1. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 17 April 2025 or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
    1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) by 17 April 2025 at 10:00am or, if the AGM is adjourned, not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the AGM. For this purpose, the time of receipt will be taken to be the time (determined by timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. Please visit www.proxymity.io for further information.
    1. The return of this completed form, online appointment via the Proxymity platform or CREST proxy instruction will not prevent you from attending the AGM and voting in person. Any alterations made to this form should be initialled.
    1. Full details of the Resolutions to be proposed at the AGM, together with explanatory notes, are set out in the AGM Notice appended to the letter to shareholders.
    1. Voting results will be confirmed at the AGM and released to the Regulatory News Service after the meeting.
    1. Resolution 27 requires the approval of three-quarters of the votes cast at the AGM, excluding votes cast by shareholders in respect of their 5.5% preference shares and/or 11% preference shares. Shareholders should not cast any votes in respect of such preference shares with reference to Resolution 27. They will, however, be able to cast votes in respect of such preference shares with reference to Resolutions 1 to 26.
    1. This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: a) account holders; or b) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

We are inviting you to join us in person at the AGM at Gogarburn, Edinburgh, EH12 1HQ. You are also invited to attend a live Virtual Shareholder Event ("Virtual Event") which will be held on 10 April 2025 at 6:00pm. We're holding the Virtual Event as well as the physical AGM to provide shareholders with the opportunity to join our Chair, Rick Haythornthwaite and our CEO Paul Thwaite and ask questions before voting on the business of the AGM.

If you would like to ask a question related to the business of the AGM, it would be helpful if this could please be submitted in advance of the meeting by emailing [email protected]. This will allow questions to be addressed in a comprehensive and constructive manner during the Q&A session, which will take place before the formal voting process. If you attend the AGM in person, a question registration desk will be available at the AGM venue.

You'll also be able to submit questions before or during the Virtual Event. Further details on the AGM and the Virtual Event, including how to ask questions can be found on pages 11 and 12 of the letter to shareholders and on our website at natwestgroup.com/agm.

The AGM and Virtual Event will be broadcast by Zoom webinar which will enable you to join via your PC, laptop or mobile device.

Please make sure that your vote is counted by submitting your proxy, online or by post, so that it is received by the proxy voting deadline of 10:00am on 17 April 2025. The appointment of a proxy will not prevent you from subsequently attending and voting at the AGM in person.

Gogarburn is situated six miles to the west of Edinburgh and two miles from Edinburgh International Airport. Public transport details are noted below.

By bus: Please visit the Lothian Buses website at lothianbuses.com

By tram: Edinburgh Trams run throughout the day with a tram stop located outside the campus. Please visit edinburghtrams.com for information.

By rail: Edinburgh Gateway, Edinburgh Park and South Gyle stations are approximately two miles from Gogarburn. Waverley Station is in the city centre, approximately eight miles from the campus. To find out about onward travel from these stations, visit www.travelinescotland.com.

Limited car parking is available at Gogarburn. To book a parking space, please email [email protected]. You will need to provide your name, email address, car registration number and phone number to book.

Toppan Merrill, London 25-3269-2

Form of proxy

I/We hereby appoint the person indicated in the box below as my/our proxy to attend, speak and vote on my/our behalf at the AGM of NatWest Group plc to be held at Gogarburn, Edinburgh EH12 1HQ at 10:00am on Wednesday, 23 April 2025 and at any adjourned AGM.

*

Complete this box only if you wish to appoint a proxy other than the Chairman of the meeting. Leave this blank if you want to select the Chairman of the AGM. Do not insert your own name(s).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Please use a black pen. Mark with an X inside the box as shown in this example.

* Insert number of shares your proxy may vote if less than total holding.

Resolutions – the Board recommends you vote in favour of all resolutions.

For Against Vote
withheld
For Against Vote
withheld
1. To receive the 2024 Report and Accounts
2. To approve the Directors' remuneration policy
in the Directors' remuneration report
19. To renew the directors' authority to allot
equity securities on a non pre-emptive basis
in connection with an offer or issue of
3. To approve the Annual remuneration report
in the Directors' remuneration report
4. To declare a final dividend of 15.5 pence
per ordinary share
equity securities
20. To renew the directors' authority to allot
equity securities on a non pre-emptive basis in
connection with the financing of a transaction
5. To re-elect Rick Haythornthwaite as a Director
6. To re-elect Paul Thwaite as a Director
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 relation to Equity Convertible Notes
7. To re-elect Katie Murray as a Director
8. To re-elect Frank Dangeard as a Director
9. To re-elect Roisin Donnelly as a Director
22. To renew the directors' authority to allot
equity securities on a non pre-emptive basis
in connection with Equity Convertible Notes
10. To re-elect Patrick Flynn as a Director
11. To elect Geeta Gopalan as a Director
23. To renew the authority to permit the holding
of General Meetings on 14 clear days' notice
12. To re-elect Yasmin Jetha as a Director
13. To re-elect Stuart Lewis as a Director
14. To elect Gill Whitehead as a Director
24. To renew the authority in respect of political
donations and expenditure by the Company
in terms of sections 366 and 367 of the
Companies Act 2006
15. To re-elect Lena Wilson as a Director
16. To re-appoint Ernst & Young LLP as
25. To renew the authority for the Company
to purchase its own shares on a recognised
investment exchange
auditors of the Company
17. To authorise the Group Audit Committee
to fix the remuneration of the auditors
26. To renew the authority to make off-market
purchases of ordinary shares from
HM Treasury
18. To renew the directors' general authority
to allot shares in the Company
27. To authorise the Company to make
off-market purchases of preference shares

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the AGM.

Date
DD/MM/YY seal or be signed on its behalf by an attorney or officer duly authorised,
stating their capacity (e.g. director, secretary).
EXT2612 05 RBOS
In the case of a corporation, this proxy must be given under its common

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