Natwest Group PLC

AGM Information • Apr 26, 2019

The Royal Bank of Scotland Group plc - Result of Annual General Meeting

25 April 2019

Following the Annual General Meeting held today, The Royal Bank of Scotland Group plc announces the results of the poll vote for each resolution as follows. Resolutions 20, 21, 23, 24, 26 and 27 were passed as special resolutions. The Board welcomes the overwhelming vote by shareholders on Resolution 28 to reject the resolution requisitioned to create a Shareholder Committee. We will continue to actively engage with our shareholders, stakeholders and representative bodies, to ensure that we are aware of their views.

	For	% of votes cast	Against	% of votes cast	Total votes cast as % of Voting Share Capital	Withheld *
Resolution 1	44,302,251,816	100.00	946,196	0.00	91.60	9,443,332
To receive the 2018 Report and Accounts
Resolution 2	43,761,530,456	99.23	338,658,320	0.77	91.18	212,446,568
To approve the Annual Report on Remuneration in the Directors' Remuneration Report
Resolution 3	44,306,536,572	99.99	4,488,696	0.01	91.61	1,613,904
To declare a final dividend of 3.5 pence per ordinary share
Resolution 4	44,301,659,792	99.99	5,491,276	0.01	91.60	5,490,212
To declare a special dividend of 7.5 pence per ordinary share
Resolution 5	44,111,455,668	99.55	197,814,468	0.45	91.61	3,371,760
To re-elect Howard Davies as a Director
Resolution 6	44,294,280,976	99.96	15,648,632	0.04	91.61	2,703,116
To re-elect Ross McEwan as a Director
Resolution 7	44,258,634,156	99.89	49,543,416	0.11	91.61	4,435,972

To elect Katie Murray as a Director
Resolution 8	44,287,744,412	99.96	19,899,728	0.04	91.61	5,004,116
To re-elect Frank Dangeard as a Director
Approval of Frank Dangeard's re election by independent shareholders only	14,249,810,336	99.86	19,899,728	0.14	77.85	5,004,116
Resolution 9 To re-elect Alison Davis as a Director	44,292,837,532	99.97	15,274,624	0.03	91.61	4,535,576
Approval of Alison Davis' re election by independent shareholders only	14,254,903,456	99.89	15,274,624	0.11	77.85	4,535,576
Resolution 10	44,292,566,708	99.97	15,164,032	0.03	91.61	4,893,184
To elect Patrick Flynn as a Director
Approval of Patrick Flynn's election by independent shareholders only	14,254,632,632	99.89	15,164,032	0.11	77.85	4,893,184
Resolution 11	44,292,022,880	99.96	15,735,292	0.04	91.61	4,880,704
To re-elect Morten Friis as a Director
Approval of Morten Friis' re election by independent shareholders only	14,254,088,804	99.89	15,735,292	0.11	77.85	4,880,704
Resolution 12	43,994,977,792	99.68	139,808,484	0.32	91.25	177,853,472
To re-elect Robert Gillespie

as a Director
Approval of Robert Gillespie's re election by independent shareholders only	13,957,043,716	99.01	139,808,484	0.99	76.91	177,853,472
Resolution 13	44,176,231,128	99.70	132,137,332	0.30	91.61	4,215,088
To re-elect Baroness Noakes as a Director
Approval of Baroness Noakes' re election by independent shareholders only	14,138,297,052	99.07	132,137,332	0.93	77.85	4,215,088
Resolution 14	44,288,446,824	99.96	19,661,604	0.04	91.61	4,479,764
To re-elect Mike Rogers as a Director
Approval of Mike Rogers' re election by independent shareholders only	14,250,512,748	99.86	19,661,604	0.14	77.85	4,479,764
Resolution 15	43,937,503,252	99.16	369,973,544	0.84	91.60	5,108,572
To re-elect Mark Seligman as a Director
Approval of Mark Seligman's re-election by independent shareholders only	13,899,569,176	97.41	369,973,544	2.59	77.85	5,108,572
Resolution 16	44,292,901,576	99.97	14,577,928	0.03	91.60	5,003,100
To re-elect Dr Lena Wilson as a Director
Approval of Dr Lena Wilson's re-election by independent	14,254,967,500	99.90	14,577,928	0.10	77.85	5,003,100

shareholders only
Resolution 17 To re-appoint	44,304,170,260	99.99	4,652,592	0.01	91.61	3,755,512
Ernst & Young LLP as auditors
Resolution 18	44,304,714,420	99.99	4,582,276	0.01	91.61	3,271,852
To authorise the Group Audit Committee to fix the remuneration of the auditors
Resolution 19	44,069,647,904	99.46	239,545,664	0.54	91.61	3,391,068
To renew the directors' authority to allot shares
Resolution 20	44,259,244,512	99.89	48,734,308	0.11	91.61	4,605,340
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
Resolution 21	43,835,658,616	98.93	472,456,396	1.07	91.61	4,470,880
To renew the directors' authority to allot equity securities on a non pre emptive basis in connection with the purposes of financing a transaction
Resolution 22	44,132,714,156	99.60	175,836,080	0.40	91.61	4,036,916
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
Resolution 23	44,122,958,532	99.58	185,634,776	0.42	91.61	4,002,820
To renew the directors' authority to allot equity securities on a non pre emptive basis in connection with Equity Convertible Notes
Resolution 24	43,564,015,276	98.32	746,371,776	1.68	91.61	2,188,768
To renew the authority to permit the holding of General Meetings at 14 clear days' notice
Resolution 25	43,894,561,848	99.07	413,468,068	0.93	91.61	4,516,360
To renew the authority in respect of political donations and expenditure by the Company in terms of Section 366 of the Companies Act 2006
Resolution 26	44,109,448,240	99.56	194,798,976	0.44	91.60	8,332,660
To renew the authority for the Company to purchase its own shares on a recognised investment exchange
Resolution 27	14,257,539,460	99.94	8,631,592	0.06	29.50	8,457,108
To renew the authority to make off-market purchases of ordinary shares

from HM Treasury
Resolution 28	319,793,996	0.73	43,672,774,248	99.27	90.95	319,773,960
To direct the Board to establish a Shareholder Committee

* 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, copies of 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: www.morningstar.co.uk/uk/NSM

As at 23 April 2019 (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 48,368,034,468.

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