Natwest Regulatory News (NWG)

NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES (OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

3 April 2023

UK Government Investments Limited ("UKGI")

Extension to the trading plan in NatWest Group plc

UKGI today announces that it has agreed to extend the sale of part of His Majesty's Treasury's ("HM Treasury") shareholding in NatWest Group plc (the "Company") under the trading plan announced on 22 July 2021 and extended on 22 June 2022 (the "Trading Plan"). Following the extension, the Trading Plan will now terminate no later than 11 August 2025 instead of 11 August 2023 (unless further extended).

The Trading Plan will continue to be managed by Morgan Stanley & Co. International plc ("Morgan Stanley"). Under the Trading Plan, Morgan Stanley will have full discretion to continue to effect a measured and orderly sell down of ordinary shares in the Company (the "Shares") on behalf of HM Treasury.

The Trading Plan will continue to include provisions that (a) HM Treasury's intention is that up to, but no more than, 15% of the aggregate total trading volume in the Company will be sold during the two year extension of the Trading Plan announced today, and (b) Shares may not be sold under the Trading Plan below a price per Share that UKGI and HM Treasury determine represents fair value and delivers value for money for the taxpayer throughout the term of the Trading Plan. The actual number of Shares sold on any day under the Trading Plan will depend on market conditions, among other factors.

Since it was established, HM Treasury has realised proceeds of approximately £3.7 billion in total under the Trading Plan. HM Treasury currently owns 3,983,059,856 Shares, which represents approximately 41.5% of voting rights in the Company. HM Treasury's percentage of voting rights may increase if Shares are purchased by the Company under its ongoing share buyback programme. Any such increases will be offset (in whole or in part) by any sale of Shares under the Trading Plan.

UKGI and HM Treasury will keep other disposal options under active consideration, including by way of directed buybacks and/or accelerated bookbuilds when market conditions permit. The decision to extend the Trading Plan does not preclude HM Treasury from executing such other disposals that achieve value for money for taxpayers, including during the term of the Trading Plan.

Goldman Sachs International is acting as Privatisation Adviser to UKGI. Freshfields Bruckhaus Deringer LLP is acting as legal counsel to UKGI in respect of English and US law.

Contacts:

HM Treasury Press Office: +44 20 7270 5238

UKGI Press Office (for UKGI related matters): Frances Collier-Wright, +447971610050

The Panel on Takeovers and Mergers has confirmed that any increases in HM Treasury's percentage of voting rights as a result of share buybacks by the Company will not carry any consequences under Rule 9 of the City Code on Takeovers and Mergers.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States or any other jurisdiction.

Goldman Sachs International and Morgan Stanley & Co. International plc (together, the "Banks") are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Goldman Sachs International is acting on behalf of UKGI and no one else in connection with the Trading Plan and Morgan Stanley & Co. International plc is acting on behalf of HM Treasury and UKGI and no one else in connection with the Trading Plan; accordingly neither Bank will be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to the Trading Plan. Neither of the Banks will regard any other person as its client in relation to the Trading Plan. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Banks or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HM Treasury, UKGI, the Company, the Trading Plan or any of the arrangements described herein, and any liability therefore is expressly disclaimed.