Proxy Solicitation & Information Statement • Mar 19, 2025
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.
Please detach this portion before posting this proxy form.
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:
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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.
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.
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.
| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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). |
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| EXT2612 | 05 | RBOS | ||
| In the case of a corporation, this proxy must be given under its common |
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