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, 2026
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.
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")
24 March 2026
Notice of 2026 Annual General Meeting and Form of
Proxy
The Annual General Meeting ("AGM") of NatWest Group will be held at
Gogarburn, Edinburgh, EH12 1HQ at 11:00am on Tuesday 28 April
2026.
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 2025 Strategic Report or the 2025 Annual
Report and Accounts, as appropriate. The 2025 Strategic
Report and the 2025 Annual Report and Accounts are available to
view online at NatWest
Group - 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 2026 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 21 April 2026. 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 Group 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 nwgagm@computershare.co.uk.
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 10 and
11 of the Letter to Shareholders. Shareholders who are unable
to join the AGM or Virtual Event will be able to access recordings
of both events at natwestgroup.com/agm.
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 11:00am on 24 April
2026, 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:
Equity Convertible Notes ("ECN") authority
In line with the authorities approved by shareholders in 2025,
which will expire on the earlier of the conclusion of our 2026 AGM
or at the close of business on 30 June 2026, 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 £1.0 billion
principal amount of ECNs in 2026.
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 2025, which
will expire on the earlier of the conclusion of our 2026 AGM or at
the close of business on 30 June 2026, 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.
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.
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NatWest Group plc
(Registrant)
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Date:
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24
March 2026
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By:
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/s/
Mark Stevens
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Name:
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Mark
Stevens
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Title:
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Assistant
Secretary
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