Natwest Group PLC

Transaction in Own Shares • Mar 9, 2021

National Storage Mechanism | Additional information

RNS Number : 6757R

NatWest Group plc

09 March 2021

9 March 2021

NatWest Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014

1.  NatWest Group plc (the Company) announces that conditional long term incentive (LTI) or deferred awards (Deferred Awards) over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214), have been granted on 8 March 2021 under the NatWest Group plc 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-

Name of PDMR	Position of PDMR	Award	Maximum no. of Shares eligible to vest
Robert Begbie	CEO, NatWest Markets	LTI	336,917
Helen Cook	Chief HR Officer	LTI	277,679
Peter Flavel	CEO, Wealth Businesses	LTI	253,792
Bruce Fletcher	Chief Risk Officer, NatWest Group	LTI	360,982
David Lindberg	CEO, Retail Banking	Deferred Award	92,803
Andrew McLaughlin	CEO, RBS International	LTI	222,143
Simon McNamara	Chief Administrative Officer	LTI	492,655
Katie Murray	Chief Financial Officer	LTI	407,262
John-Paul Thwaite	CEO, Commercial Banking	LTI	240,655
Jen Tippin	Chief Transformation Officer	Deferred Award	488,714

The price per Share used on the grant of the above awards was £1.6746. The price is discounted to reflect the absence of dividend equivalents during the deferral period.

In April 2020, Alison Rose (CEO, NatWest Group plc) informed the Company that she did not wish to receive a 2021 LTI award.

The LTI awards were determined with reference to the performance of the relevant PDMRs against pre-determined performance targets.  This was then subject to an overall pay restraint reduction to reflect the impact of the COVID-19 pandemic. A pre-vest performance assessment will take place for the LTI awards at the end of three years. Subject to this, LTI awards will be eligible to vest between 2024 and 2028. 

The Deferred Awards were also determined with reference to an equivalent overall pay restraint reduction and will be eligible to vest between 2021 and 2028.

Malus provisions will apply to both LTI and Deferred Awards up until vesting and clawback provisions will apply for a period of seven years from the date of grant, this can be extended to ten years in certain circumstances. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve-month retention period. 

2. The Company announces that LTI and Deferred Awards, including buy-outs, over Shares vested on 8 March 2021 to the PDMRs set out below. The awards were granted under the Plan between March 2016 and November 2020. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

Name of PDMR	Position of PDMR	Award	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Robert Begbie	CEO, NatWest Markets	LTI	39,648	19,061	20,587
Deferred Award	103,143	49,586
53,557
Helen Cook	Chief HR Officer	LTI	73,888	34,781	39,107
Deferred Award	9,320	4,387
4,933
Peter Flavel	CEO, Wealth Businesses	LTI	7,456	3,510	3,946
Deferred Award	67,385	31,720
35,665
Bruce Fletcher1	Chief Risk Officer, NatWest Group	Buy-out Award	76,431	35,977
40,454
Andrew McLaughlin2	CEO, RBS International	LTI	50,803	0	50,803
Deferred Award	80,466	0
80,466
Simon McNamara	Chief Administrative Officer	LTI	217,036	104,335
112,701
Katie Murray	Chief Financial Officer	LTI	40,333	18,986	21,347
Deferred Award	61,326	28,868
32,458
Alison Rose	Chief Executive Officer	LTI	248,839	117,131
131,708
John-Paul Thwaite	CEO, Commercial Banking	LTI	26,636	12,539	14,097
Deferred Award	77,926	36,682
41,244
Jen Tippin1	Chief Transformation Officer	Buy-out Award	101,524	47,789
53,735
1.     Vested Shares retained after payment of associated tax liabilities will, where applicable, be subject to retention periods which mirror the retention periods applicable to the PDMR's awards granted by their previous employer. 2.     The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.

The market price used to meet associated tax liabilities was  £1.8978. 

Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months.

3.  The Company announces that Shares were delivered to PDMRs on 8 March 2021, as set out below. The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2021 and have been calculated using a share price of £1.8660.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-

Name of PDMR	Position of PDMR	No. of Shares delivered	No. of Shares withheld to satisfy associated tax liability	No. of Shares retained
Robert Begbie	CEO, NatWest Markets	43,543	20,933	22,610
Helen Cook	Chief HR Officer	16,413	7,726	8,687
Peter Flavel	CEO, Wealth Businesses	30,164	14,199	15,965
Bruce Fletcher	Chief Risk Officer, NatWest Group	44,883	21,127	23,756
David Lindberg	CEO, Retail Banking	43,543	20,496	23,047
Andrew McLaughlin1	CEO, RBS International	20,097	0	20,097
Simon McNamara	Chief Administrative Officer	43,543	20,933	22,610
Katie Murray	Chief Financial Officer	100,483	47,298	53,185
Alison Rose	Chief Executive Officer	147,375	69,371	78,004
John-Paul Thwaite	CEO, Commercial Banking	30,145	14,190	15,955
Jen Tippin	Chief Transformation Officer	55,266	26,015	29,251
1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.8978. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.

All of the above transactions took place on the London Stock Exchange (XLON).

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:-

NatWest Group Investor Relations

Alexander Holcroft

Head of Investor Relations

+44 20 7672 1758

NatWest Group Media Relations 

+44(0)131 523 4205

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