|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
March, 2025
Commission File Number 001-10306
NatWest Group plc
250 Bishopsgate,
London, EC2M 4AA
United Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
|
|
Form 20-F ☒
|
|
Form 40-F ☐
|
|
|
|
The
following information was issued as Company announcements in
London, England and is furnished pursuant to General Instruction B
to the General Instructions to Form 6-K:
|
|
NatWest Group plc ("NatWest Group")
19 March 2025
Notice of 2025 Annual General Meeting and Form of
Proxy
The Annual General Meeting ("AGM") of NatWest Group will be held at
Gogarburn, Edinburgh, EH12 1HQ at 10:00am on Wednesday 23 April
2025.
The Notice of Meeting, contained within the Letter to Shareholders,
and Form of Proxy will be mailed or made available to shareholders
shortly, together with the 2024 Strategic Report or the 2024 Annual
Report and Accounts, as appropriate. The 2024 Strategic
Report and the 2024 Annual Report and Accounts are available to
view online at investors.natwestgroup.com/annual-report. The
Notice of Meeting will be available to view at natwestgroup.com/agm.
Copies of the Letter to Shareholders and Form of Proxy will also be
submitted to the National Storage Mechanism today and will be
available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholders will be able to attend the 2025 AGM in person and are
also being invited to attend a live Virtual
Shareholder Event ("Virtual Event"), which will be held at 6:00pm
on 10 April 2025. By
holding the Virtual Event as well as the physical AGM we are
providing shareholders with the opportunity to engage with our
Chair, Rick Haythornthwaite and our CEO, Paul Thwaite and ask
questions prior to voting on the business of the
AGM.
Shareholders will be able to ask questions related to the business
of the AGM. Shareholders are requested to submit questions 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 precede
the formal voting process at the AGM. A question registration desk
will be available at the AGM venue for those shareholders attending
the meeting in person who wish to register their question before
the meeting. Shareholders attending the Virtual Event can also
submit questions before or during the event.
Further details on the AGM and the Virtual Event, including how to
ask questions at each event, can be found on pages 11 and
12 of the Letter to Shareholders. Shareholder who are unable
to join the AGM or Virtual Event will be able to access recordings
of both events at natwestgroup.com/agm.
We will also be offering the facility for intermediary shareholders
to join the Virtual Event via the Investor Meet Company
platform. Further details on how to register can be found
at https://www.investormeetcompany.com/natwest-group-plc/register.
Our webpage will also display answers to shareholder questions
addressed during the Virtual Event as soon as is practically
possible following the event. Please note that shareholders who
submit questions will be deemed to consent to their names being
mentioned while
their questions are addressed at the AGM or Virtual
Event.
Shareholders can ensure their votes are counted at the AGM by
submitting their proxies, either online or by post, so that they
are received by the proxy voting deadline of 10:00am on 17 April
2025, or if attending the AGM, by voting at the
meeting.
Business of the AGM
In addition to the routine AGM business, the following resolutions
are being proposed:
Directors' remuneration policy
A resolution is being proposed to approve the Directors'
remuneration policy (the "Policy") in the Directors' remuneration
report as set out in the Annual Report for the year ended 31
December 2024.
The Policy sets out the proposed forward-looking policy for
Directors and is subject to a binding shareholder vote, in line
with UK legislation. The Policy details each element of
remuneration for Directors and how this supports delivery of the
Company's strategy and purpose. Provided that the new Policy is
approved by shareholders, it will be capable of operating for a
maximum period of three years, until the 2028 AGM at the latest.
Once approved, payments can only be made to Directors if they are
in accordance with the agreed Policy. If the Company wishes to make
changes to the Policy during this period, then a new policy must be
submitted to shareholders for approval.
Equity Convertible Notes ("ECN") authority
In line with the authorities approved by shareholders in 2024,
which will expire on the earlier of the conclusion of our 2025 AGM
or at the close of business on 30 June 2025, two resolutions are
being proposed in order to renew authorities that will allow
ordinary shares and equity securities to be allotted in connection
with the issue of ECNs: the first an ordinary resolution giving the
Directors authority to allot ordinary shares or grant rights to
subscribe for or to convert any security into ordinary shares up to
an aggregate nominal amount of £1.5 billion; and the other a
special resolution empowering the Directors to allot equity
securities on a non-pre-emptive basis up to an aggregate nominal
amount of £1.5 billion. If the proposed £1.5 billion
authority is approved by shareholders, and subject to market
conditions, the Company plans to issue up to £1.2 billion
principal amount of ECNs in 2025.
If approved, these two resolutions will provide NatWest Group with
flexibility to manage its capital through the issue of
loss-absorbing capital instruments in the form of ECNs. ECNs
would convert into newly issued ordinary shares in the Company upon
the occurrence of certain events (for example, NatWest Group's
capital ratios falling below a specified level), diluting existing
holdings of ordinary shares.
Authority to purchase own shares
In line with the authority approved by shareholders in 2024, which
will expire on the earlier of the conclusion of our 2025 AGM or at
the close of business on 30 June 2025, a resolution is being
proposed as a special resolution that will, if approved, grant
NatWest Group authority to purchase its own ordinary shares on a
recognised investment exchange up to a maximum of 10% of the issued
ordinary share capital.
The Directors consider it may, in certain circumstances, be in the
best interests of shareholders for NatWest Group to purchase its
own shares and the Directors will only make purchases where, in the
light of market conditions prevailing at the time, they consider
this to be the case. NatWest Group will also require regulatory
approval by the Prudential Regulation Authority for any purchase of
NatWest Group ordinary shares.
Renewal of directed buyback authority
In line with the authority approved by shareholders in 2024, which
will expire on the earlier of the conclusion of our 2025 AGM or at
the close of business on 30 June 2025, a special resolution is
being proposed to renew the authority granted to the Directors to
make off-market purchases of NatWest Group ordinary shares from HM
Treasury.
There is a Directed Buyback Contract currently in place which is
limited to making such off-market purchases up to a maximum of 15%
of NatWest Group's issued ordinary share capital from HM Treasury
in any 12 month period. In practice, the operation of this
resolution will be limited by the number of shares held by HM
Treasury, which as at 13 March 2025, the latest practicable date
prior to publication of the Notice of Meeting, is
4.82%.
If approved, this resolution, to make off market purchases of
NatWest Group ordinary shares from HM Treasury, will provide the
Board with flexibility to consider share buybacks.
Authority to purchase preference shares
A special resolution is being proposed that will authorise NatWest
Group to make off-market purchases of the following issuances of
securities:
(a) £242,454 5.5 per cent. Cumulative Preference Shares of
£1.00; and
(b) £240,686 11.00 per cent. Cumulative Preference Shares of
£1.00.
Having authority to buy back such preferences shares may provide
NatWest Group with additional flexibility in the management of its
capital base, taking into account other investment opportunities,
including the ability to replace the preference shares with other
forms of securities. The Directors intend to keep under review the
potential to buy back any or all of the preference shares. The
resolution specifies the maximum prices at which the preference
shares may be purchased.
The Board recommends that shareholders vote in favour of all
resolutions.
Name of contact and telephone number for queries:-
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
NatWest Group plc
(Registrant)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
19
March 2025
|
|
|
By:
|
/s/
Mark Stevens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
Mark
Stevens
|
|
|
|
|
|
|
Title:
|
Assistant
Secretary
|
|