a7898i
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of April 2020
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(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.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
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:
The Royal Bank of Scotland Group plc ("RBS")
3 April 2020
Notice of 2020 Annual General Meeting and Form of
Proxy
The RBS Annual General Meeting will be held on Wednesday, 29 April
2020 at 2.00 pm, at RBS Gogarburn, Edinburgh EH12 1HQ.
The Notice of Meeting and Form of Proxy will be mailed or made
available to shareholders shortly, together with the 2019 Strategic
Report or the 2019 Annual Report and Accounts, as appropriate,
which is available to view at www.rbs.com/annualreport. The
Notice of Meeting will also be available to view
at www.rbs.com/agm.
Copies of the above documents will also be submitted to the
National Storage Mechanism today and will be available for
inspection at: www.morningstar.co.uk/uk/NSM.
Coronavirus (Covid-19)
In response to the Coronavirus (Covid-19) pandemic, the UK and
Scottish Governments have introduced new laws to prevent
individuals engaging in non-essential travel and attending public
gatherings of more than two people, save where essential for work
purposes. The new laws mean that this year's AGM is expected to
take a different format from previous years.
Having taken legal advice, the RBS Board of Directors ("Board") has
concluded that, in these exceptional circumstances,
shareholders should not be permitted to
attend this year's AGM.
Shareholders are therefore being requested to have regard to their
own safety and that of others and not to travel to the
meeting. Any shareholders attempting to
gain access to the AGM will be excluded from the meeting on grounds
of public safety.
While the pandemic restricts our ability to follow our usual AGM
format, we are still legally required to hold our AGM and we intend
to do so using the 'essential work purposes' exemption under the
new laws. This requires shareholder attendance at the AGM to be
limited to only the five shareholders required to form a quorum
under our Articles of Association. RBS will make the necessary
arrangements to satisfy the quorum requirements, relying on
personnel who are essential for the running of the
meeting.
We will continue to monitor the evolving impact of the pandemic
with the heath and safety of our shareholders, customers,
colleagues and communities our priority. If it becomes necessary or
appropriate to make changes to the proposed format of the 2020 AGM,
we will inform shareholders as soon as we can. You are encouraged
to monitor our AGM website at www.rbs.com/agm and also
announcements via the Regulatory News Service.
Although shareholders will not be able to attend the 2020 AGM in
person, they will still be able to ensure their votes are counted
by submitting their proxies in advance, either online or by post.
Shareholders will also be able to submit questions in advance of
the AGM, and answers to questions on key themes will be displayed
on www.rbs.com/agm as soon as is practically possible.
Details of how to vote and submit questions in advance of the AGM
can be found on page 17 of the Notice of Meeting. We also want to
ensure that shareholders continue to have the opportunity to engage
with the Board. We are, therefore, arranging a special virtual
shareholder event to be held shortly after the AGM on 29 April
2020. Details of how shareholders will be able to join the virtual
shareholder event and submit questions will be available shortly
on www.rbs.com/agm.
In addition to the special virtual shareholder event planned for
the day of the AGM, it is our intention to deliver further
shareholder events later in 2020. The Board remains committed to
proactive shareholder engagement, with such events enabling it to
continue its dialogue with shareholders during the year, outside
the AGM. Further information on future shareholder events will
be made available at https://investors.rbs.com/shareholder-centre/shareholder-events.aspx in
the coming months.
Business of the AGM
Shareholders will have noted the announcement made by RBS on 1
April 2020 that, in order to serve the needs of businesses and
households through the unprecedented situation presented by
Covid-19, the Board has decided not to undertake any quarterly or
interim dividend payments, accrual of dividends or share buybacks
and defer decisions on any future shareholder distributions until
the end of 2020.
In response to a formal request from the Prudential Regulation
Authority (the PRA), the Board has also decided to cancel the final
ordinary and special dividend payments in relation to the 2019
financial year and not submit resolutions for their approval to the
RBS AGM to be held on 29 April 2020.
In addition to the routine AGM business, the following resolutions
are being proposed:
Equity Convertible Notes authority
In line with the authorities approved by shareholders in 2019,
which will expire on 30 June 2020, 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 Equity Convertible Notes ("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 approved, these two resolutions will provide RBS with
flexibility to manage its capital by 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, RBS's capital ratios
falling below a specified level), diluting existing holdings of
ordinary shares.
Authority to purchase own shares and directed buyback
authority
In line with the authority approved by shareholders in 2019 which
will expire on
30 June 2020, a resolution is being proposed as a special
resolution that will, if approved, grant RBS 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 generally for RBS 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
that such purchases will be in the best interests of shareholders
generally. RBS will also require regulatory approval by the PRA for
any ordinary share capital distributions.
In line with the authority approved by shareholders in 2019 which
will expire on 30 June 2020, a special resolution is being proposed
to renew the authority granted to the Directors to make off-market
purchases of ordinary shares from HM Treasury. The intention would
be to seek a similar renewal at future AGMs while HM Treasury
continues to hold ordinary shares. The Directed Buyback Contract in
place is limited to making such off-market purchases up to a
maximum of 4.99% of the Company's issued ordinary share capital in
any 12 month period.
As noted above the Board has decided not to undertake any share
buybacks and defer decisions on any future shareholder
distributions until the end of 2020. If approved, these two
resolutions will provide the Board with flexibility to consider
share buybacks beyond such timeframe.
Directors' Remuneration Policy
A resolution is being proposed to approve the Directors'
Remuneration Policy in the Directors' Remuneration Report in the
Annual Report for the year ended 31 December 2019.
Articles of Association
A special resolution is being proposed which will, if approved,
adopt amended Articles of Association of the Company to update and
modernise these to reflect best practice and anticipate future
developments.
Employee Share Ownership Plan
A resolution is being proposed to renew the rules of the Employee
Share Ownership Plan ("Plan"). The Plan is a UK
all-employee share incentive plan designed to comply with the
requirements of Schedule 2 of the Income Tax (Earnings and
Pensions) Act 2003 to enable RBS employees to acquire RBS shares in
a tax-efficient manner. The proposed
resolution authorises the Directors to do all such things and
acts as they consider appropriate to implement and operate the
Plan.
The Plan will replace the
Company's current share incentive plan, the shareholder approved
authority for which is due to expire in April
2020.
The Board unanimously recommends that shareholders vote in favour
of all resolutions.
Forward looking statements
This document contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, such as statements that include, without limitation,
the words 'expect', 'estimate', 'project', 'anticipate', 'commit',
'believe', 'should', 'intend', 'plan', 'could', 'probability',
'risk', 'Value-at-Risk (VaR)', 'target', 'goal', 'objective',
'may', 'endeavour', 'outlook', 'optimistic', 'prospects' and
similar expressions or variations on these expressions. These
statements concern or may affect future matters, such as RBSG's
future economic results, business plans and strategies. In
particular, this document may include forward-looking statements
relating to RBSG in respect of, but not limited to: its regulatory
capital position and related requirements, its financial position,
profitability and financial performance (including financial,
capital and operational targets), its access to adequate sources of
liquidity and funding, increasing competition from new incumbents
and disruptive technologies, its exposure to third party risks, its
ongoing compliance with the UK ring-fencing regime and ensuring
operational continuity in resolution, its impairment losses and
credit exposures under certain specified scenarios, substantial
regulation and oversight, ongoing legal, regulatory and
governmental actions and investigations, the transition of LIBOR
and IBOR rates to alternative risk free rates and RBSG's exposure
to economic and political risks (including with respect to terms
surrounding Brexit and climate change), operational risk, conduct
risk, cyber and IT risk, key person risk and credit rating
risk. Forward-looking statements are subject to a number of
risks and uncertainties that might cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statements. Factors that could cause or contribute to differences
in current expectations include, but are not limited to, the final
number of PPI claims and their amounts, legislative, political,
fiscal and regulatory developments, accounting standards,
competitive conditions, technological developments, interest and
exchange rate fluctuations and general economic conditions. These
and other factors, risks and uncertainties that may impact any
forward-looking statement or RBSG's actual results are discussed in
RBSG's UK 2019 Annual Report and Accounts (ARA) and materials filed
with, or furnished to, the US Securities and Exchange Commission,
including, but not limited to, RBSG's most recent Annual Report on
Form 20-F and Reports on Form 6-K. The forward-looking statements
contained in this document speak only as of the date of this
document and RBSG does not assume or undertake any obligation or
responsibility to update any of the forward-looking statements
contained in this document, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
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
Date: 03
April 2020
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
Name:
Jan Cargill
|
|
Title:
Deputy Secretary
|