Blueprint
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
March 20, 2019
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")
20 March 2019
Notice of 2019 Annual General Meeting and Form of
Proxy
Copies of the above documents will be submitted to the National
Storage Mechanism today and will be available for inspection
at: www.morningstar.co.uk/uk/NSM
The RBS Annual General Meeting will be held on Thursday, 25 April
2019 at
2.00 pm at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12
1HQ and the Notice of Meeting will also be available to view
at www.rbs.com/agm
The documents will be mailed or made available to shareholders
shortly, together with the Strategic Report 2018 or the Annual
Report and Accounts 2018, as appropriate, which will also be
available to view at www.rbs.com/annualreport
In addition to the routine AGM business the following resolutions
are being proposed:
Equity Convertible Notes
In line with the authorities approved by shareholders in 2018,
which will expire on 30 June 2019, two resolutions in connection
with the issue of Equity Convertible Notes ("ECNs") are being
proposed to renew these authorities: one 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, this will
provide RBS flexibility to manage its capital in the optimal way,
should it wish to issue 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.
The Directors may at their discretion resolve to give shareholders
the opportunity to purchase the ordinary shares created on
conversion or exchange of any Equity Convertible Notes, where
desirable and practicable, and subject to applicable laws and
regulations.
Authority to purchase own shares
In line with the authority approved by shareholders in 2018 which
will expire on
30 June 2019, 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.
Directed Buyback authority
A Special Resolution is being proposed which renews the authority
granted to the Directors at the General Meeting of the Company on 6
February 2019 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.
Shareholder requisitioned resolution to create a shareholder
committee
A Special Resolution has again been requisitioned by a group of
shareholders to create a shareholder committee. The Board notes the
fact that the concept of a shareholder committee was included in
the Government's Green Paper on Corporate Governance Reforms but
has not been taken forward indicating a lack of support for it
during the consultation. The Government's response to the
consultation cited a range of reasons given by respondents,
including difficulty in finding a group to represent the wider
shareholder base; potential that large investors become entrenched;
and blurring lines between stewardship and executive decision
making, undermining the unitary board model.
The Board has similar concerns and therefore does not consider that
the creation of such a committee would be in the best interests of
the Company. It is the role of the Board, directly elected by
shareholders, to promote the success of the Company for the
benefit of its members as a whole. Shareholders' views are of
course very important and it is considered that established
channels including the AGM, the Investor Relations Programme and
retail shareholder events already provide appropriate mechanisms
for engaging with shareholders.
The Board unanimously recommends that shareholders vote in favour
of all resolutions with the exception of the shareholder
requisitioned resolution which the Board unanimously recommends
that shareholders vote against.
Forward looking statement
This announcement contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, including those related to RBS and its subsidiaries'
regulatory capital position and requirements, financial position,
future pension funding requirements, on-going litigation and
regulatory investigations, profitability (including financial
performance targets), structural reform and the implementation of
the UK ring-fencing regime, the implementation of RBS's
transformation programme, impairment losses and credit exposures
under certain specified scenarios and RBS's exposure to political
risks, operational risk, conduct risk, cyber and IT risk and credit
rating risk. In addition, forward-looking statements may 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 RBS's future economic results, business plans and current
strategies. 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,
legislative, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
exchange rate fluctuations and general economic conditions. These
and other factors, risks and uncertainties that may impact any
forward-looking statement or RBS's actual results are discussed in
RBS's UK Annual Report and Accounts and materials filed with, or
furnished to, the US Securities and Exchange Commission, including,
but not limited to, RBS's Reports on Form 6-K and most recent
Annual Report on Form 20-F. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and RBS does not assume or undertake any obligation or
responsibility to update any of the forward-looking statements
contained in this announcement, 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: 20
March 2019
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Deputy Secretary
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