Acquisition of 392,448,233 Ordinary Shares from His Majesty’s Treasury Through Off-Market Transaction

NatWest Group plc (the “Company”) has reached an agreement with HM Treasury for an off-market purchase (the “Off-Market Purchase”) of 392,448,233 ordinary shares in the Company. These Ordinary Shares, each with a nominal value of £1.0769*, will be acquired at a price of 316.2 pence per share, reflecting the closing price on the London Stock Exchange as of 30 May 2024. The total consideration for this transaction amounts to £1,240,921,312.75.

The purchased Ordinary Shares represent 4.50% of the Company’s issued Ordinary Share capital (excluding treasury shares). Settlement of the Off-Market Purchase is anticipated to occur on 4 June 2024.

The Directed Buyback Contract, originally approved by the Company’s shareholders at a General Meeting on 6 February 2019 and subsequently amended in meetings on 25 August 2022 and 23 April 2024, governs this transaction. This contract grants the Company the authority to repurchase Ordinary Shares from HM Treasury (or its nominee) under agreed terms.

Following the completion of the Off-Market Purchase, NatWest intends to cancel 222,448,233 of the acquired Ordinary Shares and retain the remaining 170,000,000 Ordinary Shares as treasury shares. Holding these shares in treasury provides the Company with flexibility in managing its capital base, including potential re-issuance for purposes such as employee share plans.

As per Chapter 11 of the Listing Rules, the Directed Buyback Contract qualifies as a related party transaction. However, the Off-Market Purchase is categorized as a smaller related party transaction under LR 11.1.10 R.

Upon settlement, the Company will hold 301,835,417 Ordinary Shares as treasury shares, leaving 8,328,623,628 Ordinary Shares (excluding treasury shares)** and 483,140 Cumulative Preference Shares of £1 in circulation. HM Treasury’s voting rights in the Company will approximate 22.5%.

Paul Thwaite, CEO of NatWest Group, remarked on the significance of this transaction: “This agreement marks a pivotal moment for NatWest Group, continuing the reduction of HM Treasury’s stake in the bank. We view this as a prudent allocation of capital benefiting both the bank and our shareholders, and it signifies progress towards our goal of returning NatWest Group to full private ownership. Our focus remains steadfast on delivering value to our customers, thereby driving returns for our shareholders and supporting the UK economy.”

The nominal value of Ordinary Shares per share without rounding is £1.076923076923077.

This figure excludes any Ordinary Shares purchased under the Company’s On Market Share Buyback Programme initiated on 19 February 2024, which have not settled as of the date of this announcement, or those that may be acquired under the Programme before the settlement of the Off-Market Purchase.

This percentage is based on HM Treasury’s latest TR-1 notification of major shareholdings as of 31 May 2024, derived from their shareholding notification dated 30 May 2024, and does not account for any sales by HM Treasury post-notification date.

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