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
April 26, 2018
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")
26
April 2018
Notice of 2018 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.Hemscott.com/nsm.do
The RBS
Annual General Meeting will be held on Wednesday, 30 May 2018
at
2.00 pm at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12
1HQ and the Notice of Meeting will also available to view at
www.rbs.com/agm.
The documents will be mailed or made available to shareholders
today, together with the Strategic Report 2017 or Annual Report and
Accounts 2017, as appropriate, which will also be available
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 2017, which will
expire on 30 May 2018, 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, the
RBS 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 2017 which will
expire on
30 May
2018, 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.
The
authority will expire at the next AGM or 30 June 2019 (whichever is
earlier).
Shareholder requisitioned resolution to create a shareholder
committee
A
resolution has 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.
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: 26
April 2018
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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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