Form 6-K NatWest Group plc Due: August 25


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Washington D.C. 20549

Foreign Private Issuer Report

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For August 25, 2022

Board file number: 001-10306

NatWest Group plc

RBS, Gogarburn, PO Box 1000

Edinburgh EH12 1HQ

(Address of main executive offices)

Indicate with a check mark whether the registrant files or will file annual returns under form 20-F or form 40-F.

Form 20-F X Form 40-F ___

Indicate with a check mark if the filer is submitting the Form 6-K on paper, as permitted by ST Rule 101(b)(1):_________

Indicate with a check mark if the filer is submitting the Form 6-K on paper, as permitted by ST Rule 101(b)(7):_________

Indicate with a check mark whether the registrant, in providing the information in this form, is also providing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If “Yes” is checked, indicate below the case number assigned to the declarer under rule 12g3-2(b): 82- ________

The following information has been issued as company announcements in London, England and is provided pursuant to General Instruction B of the Form 6-K General Instructions:

NatWest Group plc

Declaration of general assembly and class assembly

August 25, 2022

NatWest Group plc will hold a general meeting at 2pm today, followed immediately by a general meeting of ordinary shareholders. The meetings will deal with the proposed resolutions as they appear in the Circular and the Notice of Meeting for the General Meeting and the Class Meeting sent to the shareholders on August 9, 2022 and a proposal to modify the resolution 2, details of which are referenced below.

The following is an excerpt from the remarks that will be made by Howard Davies, President, during the meetings.

The strength of NatWest Group’s balance sheet and financial performance means that we are well placed to grow our client lending responsibly and to support the clients, colleagues and communities who are likely to need it most. We also continue to invest in the transformation of the bank while delivering sustainable returns to shareholders.

During our first half results, we announced our intention to pay an ordinary interim dividend of 3.5 pence per share alongside the special dividend and reverse stock split which is being voted on today.

The special dividend of 16.8 pence per share would be return around £1.75bn to ordinary sshareholders.

The resulting reverse stock split would allow ordinary shareholders to receive 13 new ordinary shares for every 14 ordinary shares currently held, maintaining comparability, to the extent possible, of the Group’s share price before and after the dividend payment. special.

Combining a reverse stock split with a special dividend is a common approach when a large amount of capital is distributed and we believe it is in the best interests of the bank and its shareholders.

There are three main reasons why the Board has chosen to implement distribution of excess capital as follows:

First, it allows us to quickly return a significant amount of capital to shareholders compared to a market buyback program.

Second, by carrying out the reverse stock split along with the exceptional dividend, it is accretive to the Group’s earnings per share and tangible book value per share, similar to the financial effects of a buyback program on the market.

And finally, it does not increase the government’s relative shareholding in NatWest Group, which could be the case if a new market buy-back program were launched without a sale by HM Treasury.

If these resolutions are approved, NatWest Group will have announced capital returns of around £3.3bn so far this year through a directed buyout from HM Treasury and both the interim dividend and the special dividend.

We have completed our announced full-year £750m market buyback programme.

We maintained our ability to participate in a managed off-market buyout of HM Treasury’s stake in the Group. As always, such a directed off-market buyout would require the government to seek to sell its stake and could only occur after March 29, 2023, 12 months after our last transaction.

I draw your attention to a proposed amendment to resolution 2, which is an ordinary resolution relating to the contemplated transaction. Resolution 2, as set out in the notice of meeting, includes a reference in the second line to approximately 10.406 billion existing ordinary shares of £1 each in the capital of the Company consolidated into one intermediate ordinary share of 14, £00 each in the capital of the Company. Rather than referring to the consolidation of the issued share capital into one intermediate ordinary share, the resolution should rather have specified that it is all the 14 existing ordinary shares (including the treasury shares) which are consolidated into one intermediate ordinary share in the capital of the Company and each intermediate ordinary share will then be divided into 13 new ordinary shares.

The proposed amendment does not depart from the substance of the resolution set out in the notice of meeting and is necessary to correct this patent error.

To deal with this, it is necessary that the meeting first considers whether this amendment should be approved and then, assuming that the meeting approves the amendment, that the substantive resolution be submitted to the meeting.

In conclusion, I reiterate that the Board considers that the resolutions put to the vote today are in the best interests of the Company and our shareholders and recommends that our shareholders vote in favor of them.

For more information contact:

Investor Relations

+ 44 (0)207 672 1758

Media Relations

+44 (0)131 523 4205

Legal entity identifier: 2138005O9XJIJN4JPN90

Forward-looking statements

This document may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, such as statements including, but not limited to, the words “expect”, “estimate”, “project”, ‘anticipate’, ‘commit’, ‘believe’, ‘should’, ‘intend’, ‘will’, ‘plan’, ‘could’, ‘probability’, ‘risk’, ‘Value-at- Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘may’, ‘effort’, ‘outlook’, ‘optimistic’, ‘outlook’ and similar expressions or variations of these expressions. These statements relate to or may affect future matters, such as NatWest Group’s future economic results, business plans and strategies. In particular, this document may contain forward-looking statements relating to NatWest Group regarding, but not limited to: its economic and political risks, its regulatory capital position and related requirements, its financial condition, profitability and financial performance ( including financial, capital, cost savings and operational objectives), the impact of the reverse stock split and the exceptional dividend, the implementation of its targeted strategy, its environmental, social, governance and climate-related objectives, its access to adequate sources of liquidity and funding, increasing competition from new incumbents and disruptive technologies, the impact of the COVID-19 pandemic, its exposure to third party risk, its continued compliance with the UK ring-fencing regime and the guarantee of the operational continuity of the resolution, its impairment losses and its credit exposures under certain conditions. specified scenarios, substantial regulation and oversight, legal, regulatory and governmental actions and investigations, the transition from LIBOR and IBOR rates to alternative risk-free rates and NatWest Group’s exposure to operational risk, conduct risk, cyber risk , data and IT, financial crime risk, key person risk and credit rating risk. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute to differences in current expectations include, but are not limited to, future growth initiatives (including acquisitions, joint ventures and strategic partnerships), the outcome of legal actions and investigations, regulatory and governmental regulations, the level and extent of future impairments and impairments (including with respect to goodwill), legislative, political, tax and regulatory developments, accounting standards, conditions of competition, technological developments, interest and currency rate fluctuations, general economic and political conditions, the impact of climate change risks and the transition to a net zero economy and the impact of the COVID-19 pandemic. These and other factors, risks and uncertainties that may affect NatWest Group’s forward-looking statements or actual results are discussed in NatWest Group UK’s 2021 Annual Report and Accounts (ARA) , NatWest Group’s interim results for the first quarter of 2022 and the first half of 2022 and documents filed by NatWest Group. with the United States Securities and Exchange Commission, including, but not limited to, NatWest Group’s most recent annual report on Form 20-F and reports on Form 6-K. The forward-looking statements contained herein speak only as of the date of this document and NatWest Group neither assumes nor undertakes any obligation or liability to update any of the forward-looking statements contained herein, whether or as a result of new information, future events or otherwise, except to the extent required by law.

Nothing in this document is or is intended to be a profit forecast or to imply that the profits of NatWest Group for current or future years will necessarily meet or exceed the historical or published profits of NatWest Group.

Any information contained herein about the price at which shares or other securities of NatWest Group have been bought or sold in the past, or the performance of such shares or other securities, should not be taken as an indication of future performance.

Date: August 25, 2022

NATWEST GROUP plc (Holder)

By: /s/ Jan Cargill

Name: Jan Cargill

Title: Director of Governance and Secretary General


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