Natwest Group PLC

AGM Information • Apr 29, 2021

NatWest Group plc - Result of Annual General Meeting

28 April 2021

Following the Annual General Meeting held today, NatWest Group plc announces the results of the poll vote for each resolution as follows. Resolutions 18, 19, 21, 22 and 24 to 27 were passed as special resolutions.

	For	% of votes cast	Against	% of votes cast	Total votes cast as % of Voting Share Capital	Withheld *
Resolution 1	41,461,080,224	99.99	3,769,088	0.01	89.54%	18,782,700
To receive the 2020 Report and Accounts
Resolution 2	40,070,096,464	99.89	42,368,132	0.11	86.62%	1,371,168,504
To approve the Annual Report on Remuneration in the Directors' Remuneration Report
Resolution 3	41,471,286,776	99.98	7,872,704	0.02	89.57%	4,473,776
To declare a final dividend of 3 pence per ordinary share
Resolution 4	41,127,534,568	99.16	349,577,912	0.84	89.57%	6,525,268
To re-elect Howard Davies as a Director
Resolution 5	41,460,156,984	99.96	17,504,996	0.04	89.57%	5,778,384
To re-elect Alison Rose-Slade as a Director
Resolution 6	41,460,227,924	99.96	16,531,144	0.04	89.57%	7,044,368
To re-elect Katie Murray as a Director
Resolution 7	41,457,021,000	99.96	15,262,928	0.04	89.56%	11,157,668
To re-elect Frank Dangeard as a Director
Approval of Frank Dangeard's re-election by	13,782,008,224	99.89	15,262,928	0.11	74.05%	11,157,668

independent shareholders only
Resolution 8	41,457,695,928	99.97	14,344,816	0.03	89.56%	11,400,980
To re-elect Patrick Flynn as a Director
Approval of Patrick Flynn's re-election by independent shareholders only	13,782,683,152	99.90	14,344,816	0.10	74.05%	11,400,980
Resolution 9	41,461,536,516	99.98	10,188,156	0.02	89.56%	11,717,052
To re-elect Morten Friis as a Director
Approval of Morten Friis' re-election by independent shareholders only	13,786,523,740	99.93	10,188,156	0.07	74.05%	11,717,052
Resolution 10	41,284,345,920	99.97	10,795,472	0.03	89.18%	188,495,972
To re-elect Robert Gillespie as a Director
Approval of Robert Gillespie's re-election by independent shareholders only	13,609,333,144	99.92	10,795,472	0.08	73.10%	188,495,972
Resolution 11	41,466,248,832	99.99	5,821,248	0.01	89.56%	11,368,688
To re-elect Yasmin Jetha as a Director
Approval of Yasmin Jetha's re-election by independent shareholders	13,791,236,056	99.96	5,821,248	0.04	74.05%	11,368,688
Resolution 12	41,461,353,340	99.97	10,529,868	0.03	89.56%	11,558,516
To re-elect Mike Rogers as a Director
Approval of Mike Rogers' re-election by independent shareholders only	13,786,340,564	99.92	10,529,868	0.08	74.05%	11,558,516
Resolution 13	41,461,583,672	99.98	10,217,444	0.02	89.56%	11,640,608
To re-elect Mark Seligman as a Director

Approval of Mark Seligman's re-election by independent shareholders only	13,786,570,896	99.93	10,217,444	0.07	74.05%	11,640,608
Resolution 14	41,462,717,264	99.98	9,356,988	0.02	89.56%	11,364,508
To re-elect Lena Wilson as a Director
Approval of Lena Wilson's re-election by independent shareholders only	13,787,704,488	99.93	9,356,988	0.07	74.05%	11,364,508
Resolution 15	41,120,277,316	99.15	352,579,716	0.85	89.56%	10,561,360
To re-appoint Ernst & Young LLP as auditors
Resolution 16	41,471,420,908	99.99	3,716,340	0.01	89.56%	8,301,536
To authorise the Group Audit Committee to fix the remuneration of the auditors
Resolution 17	40,824,572,560	98.43	653,034,116	1.57	89.57%	6,035,044
To renew the directors' authority to allot shares in the Company
Resolution 18	41,450,362,716	99.94	26,343,032	0.06	89.57%	6,937,100
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 19 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with the purposes of financing a transaction	40,740,621,796	98.22	736,346,340	1.78	89.57%	6,671,960

Resolution 20	41,120,925,552	99.14	355,669,972	0.86	89.57%	7,033,072
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 21	41,080,958,768	99.05	395,583,768	0.95	89.57%	7,089,700
To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with Equity Convertible Notes
Resolution 22	40,933,771,756	98.69	544,187,480	1.31	89.57%	5,608,624
To renew the authority to permit the holding of General Meetings at 14 clear days' notice
Resolution 23	40,997,976,072	98.85	475,665,396	1.15	89.56%	9,925,500
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 24	40,626,070,928	98.00	829,465,328	2.00	89.52%	28,105,244
To renew the authority for the Company to purchase its own shares on a recognised investment exchange
Resolution 25	13,765,108,452	99.89	15,104,492	0.11	29.76%	28,340,604
To renew the authority to make off market purchases of ordinary shares from HM Treasury

Resolution 26	41,442,314,980	99.97	11,389,488	0.03	89.52%	29,836,156
To authorise the Company to make off-market purchases of preference securities
Resolution 27	41,469,669,564	99.99	4,542,360	0.01	89.56%	9,325,472
To amend the Company's Articles of Association
Resolution 28	41,466,150,684	99.97	11,031,104	0.03	89.57%	6,367,076
To renew the authority to offer shares in lieu of a cash dividend on ordinary shares

* 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 the amended Articles of Association and 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

As at 26 April 2021 (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 46,307,677,708.

Contact

RBS Media Centre +44 (0)131 523 4205

Legal Entity Identifier: 2138005O9XJIJN4JPN90