NatWest : Notice of 2024 Annual General Meeting

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NatWest Group plc	Notice of Annual General Meeting
Registered in Scotland No SC45551	to be held at Gogarburn,
Registered Office: 36 St Andrew Square	Edinburgh EH12 1HQ
Edinburgh EH2 2YB	at 11:00am on Tuesday, 23 April 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Dear shareholder,

I am pleased to invite you to attend the Annual General Meeting (the "AGM") of NatWest Group plc (the "Company") which will be held at Gogarburn, Edinburgh EH12 1HQ at 11:00am on Tuesday, 23 April 2024.

Before providing further details of the AGM, I would like to reiterate that it will be a great privilege to assume the role of NatWest Group Chair.

The bank I am inheriting is much changed from the one Howard Davies joined in 2015. In that time, NatWest Group has returned to profitability, is more customer focussed and is fundamentally stronger.

Having led the process to appoint a new Chief Executive Officer, I was pleased to confirm in February that the Board had agreed Paul Thwaite was the outstanding candidate for the role. Paul has shown an unrivalled understanding of this business, our customers and the opportunities for growth.

We are both ambitious for NatWest Group and I look forward to working with him as we shape the future of our bank in order to deliver for customers, colleagues and, critically, for our shareholders.

AGM and Virtual Shareholder Event

Shareholders are invited to attend the 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 15 April 2024. By holding the Virtual Event as well as the physical AGM

The regulated information contained in this document is disseminated pursuant to DTR 6.3.5 and comprises the Notice of Annual General Meeting in Section 1, a copy of which is available to view on www.natwestgroup.com/agm. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser (who, in the United Kingdom, should be authorised under the Financial Services and Markets Act 2000). If you have sold or transferred all your shares

in NatWest Group plc please pass this document and the accompanying proxy form to the stockbroker, bank or other agent through whom you made the sale or transfer, for transmission to the purchaser or transferee.

we are providing shareholders with the opportunity to join me and Paul and ask questions prior to voting on the business of the AGM.

Questions and voting

Shareholders attending the AGM will, as usual, be able to ask questions related to the business of the AGM either at or in advance of the Q&A session, which will precede the formal voting process. 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 12 and 13. Any shareholders unable to join the AGM or Virtual Event will be able to access a recording at www.natwestgroup.com/agm. The webpage will also display answers to shareholder questions on key themes from the Virtual Event following the event.

Shareholders can ensure their votes are counted by submitting their proxies, online or by post, so that they are received

by the proxy voting deadline of 11:00am on 19 April 2024 or, if attending the AGM, by voting at the meeting.

Documentation

In line with your expressed preference, you will receive a copy of our 2023 Strategic Report, or our full Report and Accounts for the year ended 31 December 2023. Copies of these documents are also available on our website at investors.natwestgroup.com/annual-report.

The Notice of Meeting and supporting information for the AGM accompany this letter. A venue location map is also provided on page 14.

Resolutions

Under the Listing Rules of the Financial Conduct Authority ("FCA") applicable to a company with a controlling shareholder, the election or re-election by the shareholders of an independent director must be approved by an ordinary resolution and also be separately approved by the shareholders who are not controlling shareholders. Therefore, for Resolutions 7 to 13, additional approval by the independent shareholders may be required.

We would like to draw your attention to Resolutions 24, 25 and 27. Resolution 24 approves amendments to the directed buyback contract between the Company and His Majesty's Treasury ("HM Treasury"), which was previously approved by shareholders, including to account for certain changes in anticipation of the FCA's proposed reforms to the Listing Rules. Resolution 25 renews the authority granted in 2023 to make off-market purchases of ordinary shares from HM Treasury. Resolution 27 approves the NatWest Group plc 2024 Employee Share Plan ("ESP"), which is intended to replace the existing 2014 Employee Share Plan which expires in June 2024. The principal terms of the ESP are summarised in Appendix 2 on page 18.

Recommendation

The Board considers that Resolutions 1 to 28 in the Notice of Meeting are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of them. The Directors intend to vote in favour

of all Resolutions in respect of their own beneficial holdings, with the exception of Resolution 27 regarding the ESP, on which the executive directors will not vote as they are potential participants.

Yours sincerely

Rick Haythornthwaite

Chair Designate

18 March 2024

Section 1

Notice of Meeting

Notice is hereby given that the Annual General Meeting (the "AGM") of the members of NatWest Group plc (the "Company" or "NatWest Group") will be held at Gogarburn, Edinburgh EH12 1HQ at 11:00am on Tuesday 23 April 2024, to consider, and if thought fit, pass the Resolutions below:

The Resolutions numbered 1 to 16, 19, 22, 27 and 28 are proposed as ordinary resolutions and must receive more than 50% of the votes cast in order to be passed. The Resolutions numbered 17, 18, 20, 21, 23 to 26 are proposed as special resolutions, and must receive at least 75% of the votes cast in order to be passed.

1

Report and accounts for the year ended 31 December 2023

That the reports of the Directors and auditors and the audited accounts for the financial year ended 31 December 2023

be received.

2

Directors' remuneration report

That the Annual remuneration report in the Directors' remuneration report, as set out on pages 127 to 130 and 141 to 161 of the Report and Accounts for the year ended 31 December 2023, be approved.

The Annual remuneration report provides details of how pay arrangements have been implemented over the last financial year and is subject to an annual advisory shareholder vote.

3

Declaration of final dividend

That a final dividend of 11.5 pence per ordinary share of £1.0769 (see Note 7) be declared in respect of the financial year ended 31 December 2023, payable on 29 April 2024 to ordinary shareholders whose names appear in the register of members at the close of business on 15 March 2024.

4 to 6

To elect or re-elect by separate resolutions:

1. Rick Haythornthwaite as a Director;
2. Paul Thwaite as a Director; and
3. Katie Murray as a Director.

7 to 13

To elect or re-elect by separate resolutions:

1. Frank Dangeard as a Director;
2. Roisin Donnelly as a Director;
3. Patrick Flynn as a Director;
4. Yasmin Jetha as a Director;
5. Stuart Lewis as a Director;
6. Mark Seligman as a Director; and
7. Lena Wilson as a Director.

In each case on the condition that, unless that election

or re-election is either approved at this AGM by those persons entitled to vote on the Resolution that are not controlling shareholders (as defined in the Financial Conduct Authority ("FCA") Listing Rules App 1.1), or approved by a further ordinary resolution within 120 days of this AGM, that election or re-election shall be for a fixed term of either 120 days or, if shorter, the period ending when a further ordinary resolution for the election or re-election of that director is lost. Provided that in any event this condition shall not apply if as at the date of the AGM there is no controlling shareholder.

Under the Company's Articles of Association, any Director appointed since the last AGM and any Director with more than three years' service since their last re-election must seek election or re-election. However, in accordance with the recommendations set out in the UK Corporate Governance Code (the "CG Code"), all of the Company's Directors will retire and submit themselves for election or re-election on an annual basis.

The CG Code requires that the Board should set out in the papers accompanying the Resolutions to elect or re-elect each Director the specific reasons why their contribution is, and continues to be, important to the Company's long-term sustainable success.

All the Directors offering themselves for election or re-election are highly experienced, each bringing valuable skills to the Board. The Board Skills Matrix is set out on page 90 of the Report and Accounts for the year ended 31 December 2023. Collectively the Board has substantial and relevant knowledge of areas such as financial services, risk management and transformation. The Board considers the Non-executive Directors to be independent and provide an objective perspective. Board biographies, together with further details on each Director's contribution to the Board can be found in Appendix 1 to this document.

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NatWest Group | 2024 Letter to Shareholders & Notice of Meeting	1

The performance and effectiveness of the Non-executive Directors who served during 2023 was formally evaluated by the Chairman in December 2023. The competence, suitability, independence and potential contribution of recently appointed Non-executive Director and Chair Designate, Rick Haythornthwaite was considered by the Group Nominations and Governance Committee and Board during the appointment process, and is described in his biography. The performance of the Chairman was evaluated by the Non-executive Directors, led by the Senior Independent Director. The performance of the CEO and CFO was overseen by the Group Performance and Remuneration Committee and the Board as part of the annual performance assessment.

Based on the information and individual assessments referred to above, the Board considers that each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. The Board will continue to monitor the time commitments of any Directors who hold external roles to ensure that such Directors have sufficient time to meet their Board responsibilities.

Under the Listing Rules of the FCA, the election or re-election by the shareholders of an independent director must be approved by an ordinary resolution and separately approved by the shareholders who are not controlling shareholders ("independent shareholders"). The separate approval of the independent shareholders requires receipt of more than 50% of the votes cast in order to be given. The voting will be calculated and confirmed at the AGM. Since the votes of independent shareholders can be identified and calculated, the dual approval requirement in the Listing Rules does not necessitate two resolutions in relation to each Director, and a single vote will be sufficient. This requirement only applies when the Company has a controlling shareholder. If there is no controlling shareholder as at the date of AGM (i.e. because HM Treasury's ownership has fallen below 30% at that time) then the vote of the independent shareholders would not be required.

For Resolutions 7 to 13 the results of the votes will be announced at the AGM and released to the London Stock Exchange to disclose the level of support received for each independent Director from shareholders and independent shareholders.

The Listing Rules further require the Company to detail any existing or previous relationships, transactions or arrangements an independent Director has or has had with the controlling shareholder or to confirm that there has been no such relationship, transaction or arrangement.

As at the date of this Notice of Meeting, the Solicitor for the affairs of His Majesty's Treasury ("HM Treasury"), as Nominee for HM Treasury, is the only controlling shareholder of the Company for these purposes. All other shareholders are independent shareholders. The Company has nothing to disclose in relation to these Listing Rule requirements.

Independence of all Non-executive Directors is continually monitored and the procedure in place for authorising actual or potential conflicts of interest is set out on page 98 of the Corporate Governance Report in the Report and Accounts for the year ended 31 December 2023.

The Group Nominations and Governance Committee takes independence into account when recommending new Directors to the Board and the operation of the Group Nominations and Governance Committee is set out in more detail on pages 105 to 109 of the Report and Accounts for the year ended 31 December 2023.

14

Re-appointment of Auditors

That Ernst & Young LLP be re-appointed as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.

The Group Audit Committee has recommended to the Board that Ernst & Young LLP be re-appointed.

15

Remuneration of the auditors

That the Group Audit Committee be authorised to fix the auditors' remuneration.

Details of the auditors' remuneration can be found in Note 6 on page 329 of the Notes to the consolidated financial statements in the Report and Accounts for the year ended 31 December 2023.

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:

1. 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
2. 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):
3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. 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.

2 NatWest Group | 2024 Letter to Shareholders & Notice of Meeting

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 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.

This Resolution will, if approved, renew the Directors' authority to allot shares or grant rights to subscribe for, or convert any security into, shares and gives the Directors the flexibility permitted by the institutional guidelines issued by the Investment Association in order to respond to market developments. However, the Directors have no present intention to exercise the authority. The authority will replace the authority given

to the Directors at the AGM in 2023 and remain in force until the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025.

Sub-paragraph a. of the Resolution, if passed, will give the Directors authority to allot shares, or grant rights to subscribe for, or convert any security into, shares, up to an aggregate nominal value of £3,149,374,231 representing one-third of the Company's issued ordinary share capital on 13 March 2024 (the latest practicable date before the printing of the Notice of Meeting).

Sub-paragraph b. of the Resolution, if passed, will give the Directors authority to allot, including the shares referred

to in sub-paragraph a. of the Resolution, shares in the Company in connection with a pre-emptive offer to shareholders up to a maximum nominal amount of £6,298,748,462 representing two- thirds of the Company's issued ordinary share capital, on

13 March 2024 (the latest practicable date before the printing of the Notice of Meeting). As at that date, the Company held 151,511,323 treasury shares.

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:

1. 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 pre-emptive 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

1. 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 560

of the Act), by reference to the aggregate nominal amount of such shares which may be allotted pursuant to such rights.

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme or any Scrip dividend programme implemented by the Company), the Act requires that such shares be pre-emptively offered first to shareholders in proportion to their existing holdings. The Company wishes

to renew its authority to disapply shareholder pre-emption rights in limited circumstances.

This power is in addition and without prejudice to any other subsisting unexercised powers conferred upon the Directors under section 95 of the Companies Act 1985 or section 570 of the Act.

This Resolution will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting. If approved, it will give the Directors' authority to allot equity securities for cash, free from the pre-emption restrictions set out in the Act. This authority is limited to allotments of equity securities up to an aggregate nominal value of £472,406,135 (representing 5% of the issued ordinary share capital of the Company as at 13 March 2024, being the latest practical date prior to the printing of the Notice of Meeting), and to allotments in connection with a pre-emptive offer, where the Directors may deem it necessary or appropriate to allot shares on a

non pre-emptive basis to deal with certain legal, regulatory or practical difficulties. For example, where legal or practical difficulties in jurisdictions outside the UK may prevent the allocation of shares on a pro rata basis. This disapplication is in line with the authority taken in previous years. The Company has considered the latest institutional shareholder guidance and in particular the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group (the "Pre-Emption Principles") and will consider whether to seek authority up to the revised limits detailed in the Pre-Emption Principles in future years.

If approved, the authority will expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025.

NatWest Group | 2024 Letter to Shareholders & Notice of Meeting	3

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:

1. limited to the allotment of equity securities, or sale of treasury shares, up to a maximum aggregate nominal amount of £472,406,135; and
2. 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.

The authority sought by Resolution 18 will permit the Directors to allot additional shares up to a maximum nominal value

of £472,406,135, representing approximately a further 5% of the issued ordinary share capital of the Company as at 13 March

2024 (the latest practicable date before the printing of the Notice of Meeting), otherwise than in connection with a pre-emptive offer to existing shareholders, for the purpose of financing an acquisition or specified capital investment, as contemplated by the Pre-Emption Principles described above.

This additional 5% authority is in line with the authority taken in previous years. The Company has considered the latest guidance contained in the Pre-Emption Principles and will consider whether to commit to the revised limits in future years.

The Directors confirm in accordance with the Pre-Emption Principles that the additional authority in Resolution 18, if granted, will be used only in connection with an acquisition or specified capital investment which is announced at the time of the allotment or which has taken place in the six months preceding the allotment and is disclosed in the announcement of the allotment. The authority will also include any sale by the Company of shares held as treasury shares.

If approved, the authority will expire at the conclusion

of the next AGM of the Company, or if earlier, 30 June 2025.

This Resolution will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting.

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 (if passed).

As part of prudent capital management the Board has determined that the Company should have flexibility to issue loss-absorbing capital instruments in the form of Equity Convertible Notes ("ECNs"). The ECNs would convert into newly issued ordinary shares in the Company upon the occurrence of certain events (for example, the Company's capital ratios falling below

a specified level), diluting existing holdings of ordinary shares. Shareholder approval was sought and obtained at the AGM on 25 April 2023 to provide the flexibility to issue ECNs if required.

If the proposed £1.5 billion authority is approved by shareholders, and subject to market conditions, the Company plans to issue up to £1 billion principal amount of ECNs in 2024. The Board remains of the view that the Company should renew its authority to issue further ECNs, up to the £1.5 billion aggregate nominal value limit, if it is deemed to be in the best interests of the Company to do so and has determined that the requisite shareholder authorities should therefore be renewed. Two resolutions will be proposed at the AGM in connection with ECNs: (i) (Resolution 19) 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 (which is equivalent to approximately 15.88% of the issued ordinary share capital of the Company as at 13 March 2024, being the last practicable date before the printing of the Notice of Meeting); and (ii) (Resolution 20) a special resolution empowering the Directors to allot equity securities on a non pre-emptive basis, wholly for cash, up to an aggregate nominal amount of £1.5 billion (which is equivalent to approximately 15.88% of the issued ordinary share capital of the Company as at 13 March 2024, being the last practicable date before the printing of the Notice of Meeting), in each case in connection with the issue of ECNs.

4 NatWest Group | 2024 Letter to Shareholders & Notice of Meeting

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.

This power is in addition and without prejudice to any other subsisting unexercised powers conferred upon the Directors under section 95 of the Companies Act 1985 or section 570 of the Act. The effect of this Resolution is to give the Directors authority to allot ECNs, or shares issued upon conversion

or exchange of the ECNs, without first offering them to existing shareholders. This Resolution will be proposed as a special resolution and requires approval of three-quarters of the votes cast at the meeting.

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.

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.

The Act extended the notice period for general meetings

of a listed company to 21 days. The Act does, however, allow companies to retain a 14 day notice period provided that certain conditions are met, including the passing of an appropriate resolution at an AGM. The Resolution, which will be proposed as a special resolution and requires approval of three-quarters of the votes cast at the meeting, will enable the Company

to retain the flexibility of holding general meetings (other than an AGM) on 14 clear days' notice.

It is intended that the shorter notice period will only be used where it is, in the opinion of the Directors, merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the Company's AGM in 2025 (or if earlier, at the close of business on 30 June 2025), when it is intended that a similar resolution will be proposed.

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,

1. 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.

The Act requires companies to seek prior shareholder approval for any political donations or political expenditure in respect of a political party or other political organisation or an independent election candidate. Neither the Company nor any of its subsidiaries has any intention of making any political donation or incurring any political expenditure. However the definitions of political donations and political expenditure used in the Act are very widely drafted, and we have been advised that the definitions could include activities such as allowing staff paid leave to act as local councillors or to stand for election in local government, or parliamentary elections. Our employment policies allow paid leave in these circumstances.

Contributions to "think tanks" or bodies such as those concerned with policy review and law reform or with the representation

of the business community or sections of it may also be deemed to be political donations or expenditure as defined by the Act.

The penalties for breach of the legislation are severe, even

if the breach is inadvertent. At the AGM in 2023 shareholders approved a resolution to protect the Company and its officers by approving political donations and expenditure of up to £100,000 per annum in aggregate across the Group. We now seek to renew this authority up to an aggregate of £100,000 which will not be used for any purpose other than a continuation of our normal business and employment practices. The approval will, if granted, expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025.

NatWest Group | 2024 Letter to Shareholders & Notice of Meeting	5

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 (see Note 7) in the capital of the Company, provided that:

1. 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);
2. the minimum price which may be paid for an ordinary share is £0.01 per share, which amount shall be exclusive of expenses;
3. 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;
4. 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
5. 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 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.

This Resolution (which will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting) will, if approved, grant the Company authority to purchase its own ordinary shares on a recognised investment exchange. The authority will be restricted to 877,325,679 ordinary shares as at 13 March 2024, the latest practicable date prior to publication of the Notice of Meeting, which at such date represented 10% of the issued ordinary share capital.

The Resolution also specifies the minimum and maximum prices at which the shares may be purchased.

The authority will expire at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 30 June 2025.

The Directors consider it may, in certain circumstances, be in the best interests of shareholders generally for the Company to purchase its own shares. The Directors will only make purchases where, in the light of market conditions prevailing at the time, they consider that such purchases will be in the best interests of shareholders generally. The Company will also require regulatory approval by the Prudential Regulation Authority ("PRA") for any such purchases.

As at 13 March 2024, the latest practicable date prior to the publication of the Notice of Meeting, options and conditional share awards had been granted under the Company's employee share schemes over 162,368,678 ordinary shares, which represented 1.85% of the issued ordinary share capital

on such date and would represent 2.06% if the full authority to purchase own shares were to be used under this Resolution (or 2.47% if the full authority to purchase own shares under this Resolution and Resolution 25 were to be used) and such repurchased ordinary shares were cancelled.

The Company will consider holding any of its own shares that

it purchases pursuant to the authority conferred in this Resolution as treasury shares. This may give the Company the ability

to re-issue treasury shares quickly and cost effectively and may provide the Company with additional flexibility in the management of its capital base, including the allotment of shares in relation

to employee share schemes. No dividends will be paid on shares while held in treasury, and no voting rights will attach to them.

The Company utilised the authority it obtained at the 2022 AGM (the "2022 Authority") to conduct a share buyback programme (the "2022 Programme") of up to £800 million, as announced to the market on 17 February 2023. The maximum number of ordinary shares that could be purchased by the Company under the 2022 Programme was 966,284,391. This number reflects the impact on the 2022 Authority of the reduction in issued ordinary share capital following the off-market buyback announced on 28 March 2022. The 2022 Programme commenced on

20 February 2023 and completed on 16 June 2023. The Company purchased for cancellation 301,380,053 ordinary shares at a volume weighted average price of 265.4456 pence per ordinary share for a total consideration of £799,999,998. All of the purchased ordinary shares were cancelled.

The Company utilised the authority it obtained at the 2023 AGM (the "2023 Authority") to conduct a share buyback programme (the "2023 Programme") of up to £500 million, as announced to the market on 28 July 2023. The maximum number of ordinary shares that can be purchased by the Company under the 2023 Programme is 919,858,922. This number reflects the impact on the 2023 Authority of the reduction in issued ordinary share capital following the off-market buyback announced on 22 May 2023. The 2023 Programme commenced on 31 July 2023 and will end no later than 22 March 2024. As at 13 March 2024, the latest practical date prior to the publication of the Notice of Meeting, the Company had purchased for cancellation 223,114,932 ordinary shares at a volume weighted average price of 221.6336 pence per ordinary share for a total consideration of £483,356,168. All of the purchased ordinary shares were cancelled.

The Company further utilised the 2023 Authority to conduct a further share buyback programme (the "2024 Programme") of up to £300 million, as announced to the market on 16 February 2024. The maximum number of ordinary shares that can be purchased by the Company under the 2024 Programme is 696,743,990. This number reflects the impact on the 2023 Authority of the reduction in issued ordinary share capital following the off-market buyback announced on 22 May 2023. It is further reduced by the number of shares purchased by the Company under the 2023 Programme. The 2024 Programme commenced on 19 February 2024 and will end no later than 18 July 2024. As at 13 March 2024, the latest practical date prior to the publication of the Notice of Meeting, the Company had purchased for cancellation 567,541 ordinary shares at a volume weighted average price of 241.2127 pence per ordinary share for a total consideration of £1,307,381. All of the purchased ordinary shares will be cancelled.

For the avoidance of doubt, the maximum number of shares to be purchased by the Company pursuant to the authority granted by Resolution 23 will be separate and additive to the maximum number of shares to be purchased by the Company pursuant to the authority granted by Resolution 25. Therefore, if Resolution 23 and 25 are both approved, the Company will be permitted to purchase: (i) up to 10% of its own issued ordinary shares on a recognised investment exchange under Resolution 23; plus (ii) up to 4.99% or, if the Listing Rules are modified, up to 15%, of its own issued ordinary shares from HM Treasury under Resolution 25.

6 NatWest Group | 2024 Letter to Shareholders & Notice of Meeting

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 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).

This resolution will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting. Under the Companies Act 2006, HM Treasury and its nominee are not permitted to vote the ordinary shares to which this Resolution relates (being 31.85% of the Company's ordinary share capital (as at 5 March 2024, being the date of the latest notification in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules)). HM Treasury and its nominee have, in any event, agreed not to vote any of the ordinary shares held by them at the time of the General Meeting on this Resolution. If this resolution is approved, it will grant the Company with authority to enter into the Amended Directed Buyback Contract with HM Treasury.

This resolution is proposed to approve amendments to the Directed Buyback Contract entered into with HM Treasury, which in conjunction with the existing authority for off-market purchases of its own ordinary shares from HM Treasury (for which annual renewal of this authority is being sought in Resolution 25) was originally approved by special resolution passed at the general meeting of the Company on 6 February 2019 and then renewed at the annual general meetings of the Company on 29 April 2020, 28 April 2021, 28 April 2022 and 25 April 2023. A summary of the amendments is as follows:

• The Directed Buyback Contract currently provides that purchases of shares can only be made up to a maximum of 4.99% of ordinary share capital in any 12 month period. This is to ensure that any purchase under the contract will be a "smaller" related party transaction under the Listing Rules and not require separate approval from independent shareholders;
• The FCA has proposed reforms to the Listing Rules which, if enacted, would mean that approval from independent shareholders is no longer required for related party transactions. Therefore, it is proposed that the Directed Buyback Contract is amended as follows:
  o Clause 2.1.2: Amendments to confirm that any off- market purchase under the contract will either: (i) be treated as a "smaller" related party transaction under Listing Rule 11.1.10R (to the extent applicable whilst the existing related party transactions regime under the Listing Rules applies); or (ii) not otherwise require the Company to obtain approval from independent holders of ordinary shares (to the extent that the Listing Rules are modified such that approval from independent shareholders is no longer required);

1. Clause 2.1.3: Amendments to confirm that the maximum number of ordinary shares to be repurchased by the Company under the contract will be: (i) if the Listing Rules remain in their current form and approval from independent shareholders is required for a repurchase of more than 4.99% of the Company's issued ordinary share capital from HM Treasury in any 12-month period, 4.99% of the issued ordinary share capital; and (ii) if the Listing Rules are modified such that approval from independent shareholders is no longer required for a repurchase of more than 4.99% of the Company's issued ordinary share capital from HM Treasury in any
   12-month period, 15% of the issued ordinary share capital;

1. Clause 2.1.5: Amendments to confirm that the limitation on the Company being permitted to pay HM Treasury no more than 4.99% of the Company's market capitalisation within any 12-month period for any off-market purchase will only apply if, as is the case under the Listing Rules in their current form, the payment would otherwise require the Company to obtain approval from independent shareholders; and

• 1. Clause 2.1.6: Addition of the words "(to the extent applicable and required)" following "written confirmation has been received from a sponsor in accordance with Listing Rule 11.1.10R(2)(b)";
• Amendment to the definition of "Approved Price Range" so that the words "that stipulated by Commission-adoptedRegulatory Technical Standards pursuant to Article 5(6) of the Market Abuse Regulation (2014/596/EU)" are deleted and replaced with "the price of the last independent trade for an Ordinary Share on the Main Market on the Trading Day immediately preceding the day on which the Ordinary Share is contracted to be purchased";
• Certain mechanical amendments to Clause 2.2 and 3.3 to provide the Company with more flexibility to conduct an off-market purchase under the Directed Buyback Contract at the same time as any offer or sale by HM Treasury (or its nominee) of ordinary shares in the Company; and
• Certain administrative updates, including amendments to reflect changes in the name of the Company from The Royal Bank of Scotland Group plc to NatWest Group plc and to the name of The Commissioners of Her Majesty's Treasury to The Commissioners of His Majesty's Treasury.

Both the Directed Buyback Contract and the Amended Directed Buyback Contract, together with a comparison of the two, are available for inspection as set out in Note 15 to this Notice of Meeting.

The intention is for this Resolution 24 to apply to the authority to be granted under Resolution 25, which proposes to grant the Company with authority to make off-market purchases of its own ordinary shares from HM Treasury (or its nominee). For the avoidance of doubt, the approval of Resolution 25 is not conditional on the approval of Resolution 24.

NatWest Group | 2024 Letter to Shareholders & Notice of Meeting	7

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:

1. 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
2. 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.

The Resolution will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting. Under the Companies Act 2006, HM Treasury and its nominee are not permitted to vote the ordinary shares to which this Resolution relates (being 31.85% of the Company's ordinary share capital (as at 5 March 2024, being the date of the latest notification in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules)). HM Treasury and its nominee have, in any event, agreed not to vote any of the ordinary shares held by them at the time of the General Meeting on this Resolution. If this Resolution is approved, it will grant the Company authority to make off-market purchases of its own ordinary shares from HM Treasury (or its nominee).

The Directors consider it may, in certain circumstances, be in the best interests of shareholders for the Company to purchase its own shares from HM Treasury (or its nominee). The Company may agree with HM Treasury to make off-market purchases of its ordinary shares at such times and on such number of occasions as the Directors may determine: (A) by way of one or more standalone purchases; (B) through a non-discretionary,broker-managed directed trading programme subject to certain parameters; or (C) in conjunction with any offer or sale by HM Treasury (or its nominee) by way of or including an institutional placing. Any such off-market purchases shall be made at the relevant market price on the date the ordinary shares are contracted to be purchased or, if made in conjunction with an institutional placing by HM Treasury (or its nominee), at the placing or offering price as determined through a book building process and otherwise on the terms and conditions of the Directed Buyback Contract (or the Amended Directed Buyback Contract, if Resolution 24 is approved and the Amended Directed Buyback Contract is subsequently entered into). The Directed Buyback Contract limits any such off-market purchases to a maximum of 4.99% of the Company's issued ordinary share capital, as at 7 February 2019, or if lower, as at the date of such purchase, in any 12 month period. If Resolution 24 is approved and the Amended Directed Buyback Contract is entered into, this will permit purchases in any 12 month period up to a maximum of 15% of the

Company's issued ordinary share capital so long as no additional shareholder approval would be required under the Listing Rules.

The Directors will only make off-market purchases where, in light of market conditions prevailing generally at the time, they consider that such off-market purchases will be in the best interests of shareholders generally. The Company will also require regulatory approval by the PRA for any ordinary share distributions.

The Company will cancel or hold as treasury shares the ordinary shares it purchases off-market pursuant to the authority conferred in this Resolution. Holding any of the ordinary shares as treasury shares may give the Company the ability to cancel such shares at a later date, or sell the treasury shares quickly and cost effectively, and may provide the Company with additional flexibility in the management of its capital base, including the allotment of ordinary shares in relation to employee share schemes. No dividends will be paid on ordinary shares while held in treasury, and no voting rights will attach to them.

As at 13 March 2024, the latest practicable date prior to the publication of the Notice of Meeting, options and conditional share awards had been granted under the Company's employee share schemes over 162,368,678 ordinary shares, which represented 1.85% of the issued ordinary share capital on such date and would represent 2.18% if the full authority to purchase own shares from HM Treasury or its nominee under this Resolution were to be used (or 2.47% if the full authority to purchase own shares under this Resolution and Resolution 23 were to be used) and such repurchased ordinary shares were to be cancelled.

The Company utilised the authority it obtained at the 2023 AGM to make an off-market purchase (the "Off-Market Purchase") of 469,200,081 ordinary shares in the Company (representing 4.95 per cent of the Company's issued ordinary share capital) from HM Treasury on 22 May 2023, at a price of 268.4 pence per ordinary share (consideration of £1,259,333,017.40). The Company cancelled 336,200,081 of the purchased ordinary shares and transferred the remaining 133,000,000 to treasury.

Under Chapter 11 of the FCA's Listing Rules, the Directed Buyback Contract with HM Treasury constituted a related party transaction. However, the Off-Market Purchase was treated as a "smaller" related party transaction under Listing Rule 11.1.10R and as such did not require the approval of independent holders of ordinary shares. For so long as Chapter 11 of the FCA's Listing Rules would require the Company to obtain the approval of independent holders of ordinary shares for any purchase of more than 4.99% of its issued share capital from HM Treasury in any

12-month period, if the Company wishes to purchase more than 4.99% of its issued share capital from HM Treasury in a 12-month period, or the transaction would otherwise exceed the "smaller" related party transaction limits set out in the FCA's Listing Rules (to the extent applicable, and including when aggregated with any other relevant transactions), the Company will seek approval from its independent shareholders for the relevant arrangements.

For the avoidance of doubt, the maximum number of shares to be purchased by the Company pursuant to the authority granted by Resolution 25 will be separate and additive to the maximum number of shares to be purchased by the Company pursuant to the authority granted by Resolution 23. Therefore, if Resolution 23 and 25 are both approved, the Company will be permitted to purchase: (i) up to 10% of its own issued ordinary shares on a recognised investment exchange under Resolution 23; plus (ii) up to 4.99% or, if the Listing Rules are modified, up to 15%, of its own issued ordinary shares from HM Treasury under Resolution 25.

For the avoidance of doubt, the approval of Resolution 25 is not conditional on the approval of Resolution 24.

8 NatWest Group | 2024 Letter to Shareholders & Notice of Meeting