NatWest Group plc - Result of Annual General Meeting
28 April 2022
Following the Annual General Meeting held today at Gogarburn, Edinburgh EH12 1HQ, NatWest Group plc (the "Company") announces the results of the poll vote for each resolution as follows. Resolutions 19, 20, 22, 23 and 25 to 27 were passed as special resolutions.
|
VOTES |
% |
VOTES |
% |
% of ISC VOTED |
VOTES |
Resolution 1 To receive the 2021 Report and Accounts
|
36,256,226,628 |
99.99 |
4,270,580 |
0.01 |
85.71% |
400,147,260 |
Resolution 2 To approve the Directors' Remuneration Policy |
33,883,943,928 |
92.75 |
2,649,384,392 |
7.25 |
86.36% |
126,953,196 |
Resolution 3 To approve the Annual Report on Remuneration in the Directors' Remuneration Report |
36,237,314,672 |
98.87 |
414,528,384 |
1.13 |
86.64% |
8,356,700 |
Resolution 4 To declare a final dividend of 7.5 pence per ordinary share |
36,636,298,020 |
99.94 |
21,477,236 |
0.06 |
86.65% |
2,497,336 |
Resolution 5 To re-elect Howard Davies as a Director |
35,837,758,484 |
97.77 |
817,139,400 |
2.23 |
86.65% |
5,349,548 |
Resolution 6 To re-elect Alison Rose-Slade as a Director |
36,349,901,100 |
99.17 |
305,126,148 |
0.83 |
86.65% |
5,145,304 |
Resolution 7 To re-elect Katie Murray as a Director
|
36,633,538,964 |
99.95 |
18,950,896 |
0.05 |
86.64% |
7,679,172 |
Resolution 8 To re-elect Frank Dangeard as a Director |
29,459,990,820 |
80.38 |
7,191,766,308 |
19.62 |
86.64% |
8,407,008 |
Approval of Frank Dangeard's |
9,062,860,492 |
55.76 |
7,191,766,308 |
44.24 |
79.69% |
8,407,008 |
Resolution 9 To re-elect Patrick Flynn as a Director |
36,333,533,172 |
99.14 |
316,877,396 |
0.86 |
86.64% |
9,748,576 |
Approval of Patrick Flynn's re-election by independent shareholders only |
15,936,402,844 |
98.05 |
316,877,396 |
1.95 |
79.68% |
9,748,576 |
Resolution 10 To re-elect Morten Friis as a Director |
36,043,546,816 |
98.35 |
605,984,960 |
1.65 |
86.63% |
10,641,032 |
Approval of Morten Friis' re-election by independent shareholders only |
15,646,416,488 |
96.27 |
605,984,960 |
3.73 |
79.68% |
10,641,032 |
Resolution 11 To re-elect Robert Gillespie as a Director |
35,818,344,152 |
97.73 |
833,133,592 |
2.27 |
86.64% |
8,695,264 |
Approval of Robert Gillespie's re-election by independent shareholders only |
15,421,213,824 |
94.87 |
833,133,592 |
5.13 |
79.69% |
8,695,264 |
Resolution 12 To re-elect Yasmin Jetha as a Director |
36,641,708,504 |
99.97 |
10,362,796 |
0.03 |
86.64% |
8,097,336 |
Approval of Yasmin Jetha's re-election by independent shareholders |
16,244,578,176 |
99.94 |
10,362,796 |
0.06 |
79.69% |
8,097,336 |
Resolution 13 To re-elect Mike Rogers as a Director |
36,273,002,496 |
98.97 |
378,076,752 |
1.03 |
86.64% |
9,085,040 |
Approval of Mike Rogers're-election by independent shareholders only |
15,875,872,168 |
97.67 |
378,076,752 |
2.33 |
79.69% |
9,085,040 |
Resolution 14 To re-elect Mark Seligman as a Director |
36,274,797,056 |
98.97 |
376,576,944 |
1.03 |
86.64% |
8,784,408 |
Approval of Mark Seligman's re-election by independent shareholders only |
15,877,666,728 |
97.68 |
376,576,944 |
2.32 |
79.69% |
8,784,408 |
Resolution 15 To re-elect Lena Wilson as a Director |
36,575,947,996 |
99.79 |
75,845,056 |
0.21 |
86.64% |
8,369,252 |
Approval of Lena Wilson's re-election by independent shareholders only |
16,178,817,668 |
99.53 |
75,845,056 |
0.47 |
79.69% |
8,369,252 |
Resolution 16 To re-appoint Ernst & Young LLP as auditors |
36,349,451,420 |
99.16 |
306,680,040 |
0.84 |
86.65% |
4,153,096 |
Resolution 17 To authorise the Group Audit Committee to fix the remuneration of the auditors |
36,650,358,236 |
99.98 |
5,779,880 |
0.02 |
86.65% |
4,150,160 |
Resolution 18 To renew the directors' authority to allot shares in the Company |
36,146,651,372 |
98.61 |
508,649,596 |
1.39 |
86.65% |
4,648,036 |
Resolution 19 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 |
36,579,472,708 |
99.81 |
68,342,980 |
0.19 |
86.63% |
12,166,628 |
Resolution 20 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with the purposes of financing a transaction |
36,008,025,720 |
98.25 |
641,460,572 |
1.75 |
86.63% |
10,496,888 |
Resolution 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 |
36,345,253,068 |
99.17 |
304,289,184 |
0.83 |
86.63% |
10,362,356 |
Resolution 22 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with Equity Convertible Notes |
36,239,519,588 |
98.89 |
408,369,452 |
1.11 |
86.63% |
12,013,976 |
Resolution 23 To renew the authority to permit the holding of General Meetings on 14 clear days' notice |
35,943,283,764 |
98.06 |
711,583,004 |
1.94 |
86.65% |
4,608,252 |
Resolution 24 To renew the authority in respect of political donations and expenditure by the Company in terms of Section 366 of the Companies Act 2006 |
36,449,960,888 |
99.44 |
206,463,928 |
0.56 |
86.65% |
3,391,748 |
Resolution 25 To renew the authority for the Company to purchase its own shares on a recognised investment exchange |
36,325,720,640 |
99.10 |
330,224,316 |
0.90 |
86.65% |
4,272,700 |
Resolution 26 To renew the authority to make off-market purchases of ordinary shares from HM Treasury |
16,225,472,008 |
99.80 |
32,545,616 |
0.20 |
38.43% |
846,227,124 |
Resolution 27 To authorise the Company to make off-market purchases of preference securities |
36,614,870,408 |
99.89 |
40,199,816 |
0.11 |
86.65% |
4,764,524 |
Resolution 28 To support the "Say on Climate" resolution |
33,666,256,300 |
92.58 |
2,698,582,140 |
7.42 |
85.96% |
295,378,568 |
* 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, a copy of 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
A full text of the resolutions can be found in the Notice of Meeting which is available on the Company's website at www.natwestgroup.com .
Resolution 8
The Board is pleased that all resolutions were passed at today's AGM and would like to thank shareholders for their engagement and support throughout the year. We note, however, that resolution 8 (re-election of Frank Dangeard) was passed with a lower level of support, particularly on the vote by independent shareholders.
The Company complies with regulatory limits on the number of directorships that directors of significant banks can hold. Non-executive directors' time commitment is considered at least annually during year-end review meetings with the Chairman, and also by the Board whenever a director seeks approval for a new external appointment.
The Board understands however that some shareholders have expressed concerns regarding the number of directorships that Mr Dangeard holds. The Chairman intends to engage with and listen to shareholders to understand their concerns.
Mr Dangeard brings considerable business experience and global expertise to the Board. Mr Dangeard attended all scheduled Board and Committee meetings during the year. The Board is entirely comfortable that Mr Dangeard is able to devote sufficient time to his duties and greatly values his contribution.
As at 26 April 2022 (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 42,278,361,232.
Contact
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90