NatWest : AGM Resolutions

Registered Number SC045551

The Companies Act 2006

Public Company Limited by Shares

_____________________________

Resolutions

Of

NatWest Group plc (the "Company")

The following resolutions (numbered as in the Notice of Meeting) were passed as additional business at the Annual General Meeting of NatWest Group plc held on 23 April 2024 at 11:00am at Gogarburn, Edinburgh, EH12 1HQ.

16. Renewal of General Allotment Authority

That the Directors be and are hereby generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:

a. allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £3,149,374,231 (such amount to be reduced by any allotment or grant made under sub-paragraph b. below in excess of £3,149,374,231); and

b. allot shares comprising equity securities (as defined in section 560 of the Act) up to a maximum nominal amount of £6,298,748,462 (such amount to be reduced by any shares allotted or rights granted under sub-paragraph a. above) in connection with an offer by way of a pre-emptive offer (that is, an offer to subscribe for further securities by means of the issue of a renounceable letter or other negotiable document which may be traded for a period before payment for the securities is due):

i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and ii. to holders of other equity securities (as defined in section 560 of the Act) if this is required by the rights of those equity securities or, if the Directors consider it necessary, as permitted by the rights of those equity securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, securities represented by depositary receipts, legal, regulatory or practical problems in, or under the laws of any territory or the requirements of any relevant regulatory body or stock exchange or any other matter.

This authority shall expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025, save that the Company may before such expiry (A) pursuant to the authority conferred by sub-paragraph a. make any offer or agreement which would or might require shares to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after such expiry and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if the authority so conferred had not expired, and (B) pursuant to the authority conferred by sub-paragraph b. make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in

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Registered Number SC045551

pursuance of any such offer or agreement as if the authority so conferred had not expired.

This authority is in addition and without prejudice to any other subsisting unutilised authorities conferred upon the Directors under section 80 of the Companies Act 1985 or section 551of the Act.

17. Renewal of Authority to allot Equity Securities for Cash or to sell Treasury Shares other than on a pro rata basis to Shareholders

That, subject to the passing of Resolution 16, the Directors be and are hereby generally and unconditionally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority conferred by Resolution 16 or by way of a sale of treasury shares, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

a. the allotment of equity securities in connection with an offer or issue of equity securities (but in the case of the authority granted under Resolution 16b. by way of a preemptive offer as described in that Resolution only) to or in favour of (A) holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings, and (B) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates, securities represented by depositary receipts, legal, regulatory or practical problems arising in, or under the laws of, any territory or the requirements of any relevant regulatory body or any stock exchange or any other matter; and

b. the allotment (otherwise than pursuant to sub-paragraph a), of equity securities pursuant to the authority granted under Resolution 16a. and/or by virtue of section 560(3) of the Act, up to a maximum aggregate nominal amount of £472,406,135.

This power shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2025, unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired. Compliance with the limit in sub- paragraph b. shall be calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares (as defined in section 560of the Act), by reference to the aggregate nominal amount of such shares which may be allotted pursuant to such rights.

18. Additional authority to allot Equity Securities for Cash or to sell Treasury Shares other than on a pro rata basis to Shareholders

That, subject to the passing of Resolution 16, and in addition to any authority granted under Resolution 17, the Directors be and are hereby generally and unconditionally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority conferred by Resolution 16 or by way of a sale of treasury shares, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be:

a. limited to the allotment of equity securities, or sale of treasury shares, up to a maximum aggregate nominal amount of £472,406,135; and

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Registered Number SC045551

b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This power shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2025, but in each case, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after it expires, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

19. Renewal of Equity Convertible Notes authority

That the Directors be and are hereby generally and unconditionally authorised for the purpose of section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of £1.5 billion in relation to one or more issues of Equity Convertible Notes, made prior to the expiry of the authority set out below, where the Directors consider that such an issuance of Equity Convertible Notes would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory requirements or targets applicable to the Company from time to time.

This authority shall expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025, save that the Company may before such expiry make any offer or agreement which would or might require ordinary shares in the Company to be allotted, or rights to subscribe for or to convert any security into ordinary shares in the Company to be granted, after such expiry and the Directors may allot ordinary shares in the Company or grant any such rights in pursuance of any such offer or agreement as if the authority so conferred had not expired.

This authority is in addition and without prejudice to any other subsisting unutilised authorities conferred upon the Directors under section 80 of the Companies Act 1985 or section 551 of the Act, including the authority granted pursuant to Resolution 16.

20. Renewal of pre-emption rights disapplication in relation to Equity Convertible Notes That, subject to the passing of Resolution 19 and in addition and without prejudice to any subsisting power (including the power granted pursuant to Resolutions 17 and 18 (if passed)), the Directors be and are hereby generally and unconditionally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) wholly for cash, pursuant to the authority conferred by Resolution 19 up to an aggregate nominal amount of £1.5 billion in connection with the issue of Equity Convertible Notes as if section 561 of the Act did not apply to any such allotment.

This power shall expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

21. Notice Period for General Meetings

That a General Meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.

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Registered Number SC045551

22. Political Donations

That, in accordance with sections 366 and 367 of the Act, the Company and any company which, at any time during the period for which this Resolution has effect, is a subsidiary of the Company, be and are hereby authorised during the period commencing on the date of this Resolution and ending on the date of the AGM of the Company to be held in 2025,or if earlier, on 30 June 2025, to: (A) make political donations to political parties and/or independent election candidates, (B) make political donations to political organisations other than political parties, and (C) incur political expenditure, provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 and the amount authorised under each of (A), (B) and (C) above shall also be limited to such amount. Such maximum amounts may consist of sums in any currency converted into sterling at such rate as the Directors may in their absolute discretion determine. For the purposes of this Resolution, the terms 'political donations', 'political parties', 'political organisations', 'independent election candidates' and 'political expenditure' shall have the meanings given to them in sections 363 to 365 of the Act.

23. Authority to purchase own shares

That the Company is generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of £1.0769 in the capital of the Company, provided that:

a. the maximum number of ordinary shares to be purchased is 877,325,679 (representing 10% of the issued ordinary share capital as at 13 March 2024, being the latest practical date);

b. the minimum price which may be paid for an ordinary share is £0.01 per share, which amount shall be exclusive of expenses;

c. the maximum price (exclusive of expenses) which may be paid for an ordinary share is, in respect of an ordinary share contracted to be purchased on any day, the higher of i. an amount equal to 105% of the average of the midmarket quotations for an ordinary share of the Company as derived from The Daily Official List of The London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; ii. the price of the last independent trade on the trading venue where the purchase is carried out; and iii. the highest current independent purchase bid on that venue;

d. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company following the passing of this Resolution, or if earlier, 30 June 2025 unless such authority is renewed prior to such time; and

e. the Company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or maybe executed wholly or partly after such expiry, and may make a purchase of ordinary shares in pursuance of any such contract as if the authority hereby conferred had not expired.

24. Amendments to Directed Buyback Contract

That amendments in the form produced to the meeting to the contract between the Company and HM Treasury dated 7 February 2019, which contract was originally approved by special resolution passed at the General Meeting on 6 February 2019, and amendments to which were approved by special resolution passed at the General Meeting held on 25 August 2022 (the "Directed Buyback Contract"), be approved and the Directors be authorised to seek the approval of HM Treasury (and to make such modifications as may be necessary to obtain such approval) and to adopt the Directed

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Registered Number SC045551

Buyback Contract as so modified and do all acts and things necessary to operate the Directed Buyback Contract as amended (the "Amended Directed Buyback Contract").

This authority to amend the Directed Buyback Contract shall expire at the conclusion of the next annual general meeting of the Company, or at the close of business on 30 June 2025 (whichever is earlier).

25. Renewal of Authority to make off-market purchases of ordinary shares from HM Treasury

That the Company is hereby authorised to make off-market purchases (as defined by section 693(2) of the Act) from HM Treasury or its nominee of fully paid ordinary shares in the capital of the Company at such times and at such prices and in such numbers and otherwise on the terms and conditions as contemplated in the Directed Buyback Contract between the Company and HM Treasury dated 7 February 2019 (a copy of which was produced to the General Meeting on 6 February 2019 and made available at the Company's registered office prior to such date)(whether or not such contract is amended pursuant to Resolution 24), which contract was originally approved by special resolution passed at the 2019 General Meeting, and amended at the General Meeting held on 25 August 2022 to preserve the position as if the August 2022 share consolidation had not taken place, and which authority was renewed at the AGMs in 2020 to 2023, provided that:

a. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025; and

b. the Company may conclude a contract to purchase ordinary shares pursuant to the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after such expiry, and may make a purchase of ordinary shares in pursuance of any such contract as if the authority hereby conferred had not expired.

26. Authority to purchase preference shares

That the Company be authorised for the purpose of Section 694 of the Act and otherwise to purchase off-market the following issuances of securities:

a. £242,454 5.5% Cumulative Preference Shares of £1.00 each in the capital of the Company ("5.5% Preference Shares"); and

b. £240,686 11.00% Cumulative Preference Shares of £1.00 each in the capital of the Company ("11% Preference Shares"), (together, the "Preference Shares"):

pursuant to the terms of a conditional repurchase agreement between the Company and The Law Debenture Trust Corporation p.l.c. in respect of the Preference Shares (the "Contract") (a copy of which has been made available for inspection by shareholders and produced to this meeting) and such Contract be and is hereby approved, provided that:

i. this authority shall expire at the conclusion of the next AGM of the Company, or if earlier, 30 June 2025;

1. the maximum number of Preference Shares which may be purchased is all such Preference Shares in issue; and
2. the maximum price (exclusive of expenses and accrued dividends) which may be paid for each 5.5% Preference Share and 11% Preference Share is 105% of the prevailing market price as determined by the Company on the business day before the day on

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Registered Number SC045551

which the Company agrees or (if earlier) publicly announces an offer or invitation to buy such shares.

For the purposes of determining compliance with the maximum price conditions in sub paragraph iii. above, the relevant price shall, if necessary, be converted into the currency in which the purchase is to be made, calculated by reference to the spot rate of exchange between the currency of the relevant price and the currency in which the purchase is to be made, as displayed on the appropriate page of the Bloomberg screen (or on the appropriate page of such other information service which publishes that rate from time to time) at or around 2.00 p.m. UK time on the business day before the day on which the Company agrees, or (if earlier) publicly announces an offer or invitation, to buy the 5.5% Preference Shares and/or the 11% Preference Shares.

27. NatWest Group plc 2024 Employee Share Plan

That, the NatWest Group plc 2024 Employee Share Plan ("ESP"), the principal terms of which are summarised in Appendix 2 to the notice of meeting and the draft rules of which are produced to the meeting and initialled by the Chairman for the purposes of identification, is approved and the Directors are authorised to: (i) do all such acts and things as they may consider appropriate or necessary to implement and operate the ESP; and (ii) establish such appendices, schedules or further plans based on the ESP but modified to take account of or to comply with local tax, exchange control or securities laws in jurisdictions outside the UK, provided that any ordinary shares of the Company made available under such appendices, schedules or further plans are treated as counting against any limits on individual or overall participation contained in the ESP.

28. Scrip Dividend

That the Directors be and are hereby authorised:

i. to exercise the power contained in Article 132 of the Articles of Association of the Company so that to the extent determined by the Directors the holders of ordinary shares be permitted to elect to receive new ordinary shares in the capital of the Company, credited as fully paid, instead of all or part of any dividend declared or paid on ordinary shares of the Company after the date of passing of this resolution and before the Annual General Meeting in 2027; and

1. to capitalise the appropriate nominal amount of additional ordinary shares, falling to be allotted pursuant to elections made as aforesaid, out of the amount standing to the credit of the reserves of the Company, to apply such sum in paying up such ordinary shares and to allot such ordinary shares to members of the Company validly making such elections.

……………………………….

Assistant Secretary

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