NatWest Group plc ADR美股招股说明书(2025-02-26版)

prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seekan offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Filed pursuant to Rule 424(b)(5) Registration No. 333-284008 NatWest Group plc £% Reset Perpetual Subordinated Contingent Convertible Additional Tier 1Capital Notes The £% reset perpetual subordinated contingent convertible additional tier 1 capital notes (the “ContingentCapital Notes”) are perpetual securities with no maturity date. From and including, 20(the “IssueDate”) to but excluding, 20(the “First Reset Date”) the Contingent Capital Notes will bear interestinitially at a rate equal to% per annum. From and including the First Reset Date and each fifth anniversarythereafter (each a “Reset Date”) to but excluding the next succeeding Reset Date, the applicable per annum interestrate will be equal to the sum of the applicable Reset Reference Bond Rate, as determined by the Calculation Agent,on the relevant Reset Determination Date and%, converted to a quarterly rate in accordance with marketconvention (rounded to three decimal places, with 0.0005 being rounded down). The interest rate following anyReset Date may be less than the initial interest rate and/or the interest rate that applies immediately prior to suchReset Date. Subject to the conditions as described further below, we will pay interest on the Contingent CapitalNotes quarterly in arrear on,,andof each year (each an “Interest Payment Date”), commencing on,2025. We may redeem the Contingent Capital Notes, in whole but not in part, at 100% of their principal amount plusaccrued but unpaid interest to but excluding the date fixed for redemption, excluding any interest which has beencancelled or deemed cancelled in accordance with the terms of the Contingent Capital Notes (i) upon the occurrenceof certain tax events or (ii) upon the occurrence of certain regulatory events, subject, in each case, to the conditionsdescribed in this prospectus supplement. The Contingent Capital Notes will also be redeemable in whole but not inpart, at our option and in our sole discretion on any day falling in the period commencing on (and including),20(the “First Call Date”) and ending on (and including) the First Reset Date and on any Reset Date thereafterat 100% of their principal amount, together with any accrued and unpaid interest on the Contingent Capital Notes,excluding any interest which has been cancelled or deemed to be cancelled in accordance with the terms of theContingent Capital Notes, to but excluding the date fixed for redemption. Any such redemption shall, amongst otherrequirements, be subject to a requirement to give notice to the UK Prudential Regulation Authority (“PRA”) and/orsuch other body having primary supervisory authority with respect to the prudential regulation of our business to theextent then required, as described in this prospectus supplement. The Contingent Capital Notes will constitute our direct, unsecured and subordinated obligations, rankingparipassuwithout any preference among themselves. The rights and claims of the holders and beneficial owners inrespect of, or arising from, the Contingent Capital Notes (including any damages, if payable) will be subordinated tothe claims of our Senior Creditors. The Contingent Capital Notes are not intended to be offered, sold or otherwise made available andshould not be offered, sold or otherwise made available to retail clients in the EEA, as defined in the rules setout in Directive 2014/65/EU, or in the United Kingdom as defined in point (8) of Article 2 of Regulation (EU)No 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union(Withdrawal) Act 2018 (“EUWA”), in each case, as amended or replaced from time to time. Prospectiveinvestors are referred to the section headed “Important Information–Restrictions on Marketing and Sales toRetail Investors” on page S-3 of this prospectus supplement for further information. As described in this prospectus supplement, upon the occurrence of a Conversion Trigger Event (asdefined herein), an Automatic Conversion (as defined herein) will occur and all of our obligations under theContingent Capital Notes shall be irrevocably and automatically released in consideration of our issuance and delivery of theSettlement Shares (as defined herein). Notwithstanding any other agreements, arrangements, or understandings between us and any holder orbeneficial owner of the Contingent Capital Notes, by its acquisition of the Contingent Capital Notes, eachholder and beneficial owner of the Contingent Capital Notes acknowledges, accepts, agrees to be bound byand consents to the exercise of any UK bail-in power (as defined herein) by the relevant United Kingdom(“UK”) authority that may result in (i) the reduction or cancellation of all, or a portion, of the principalamount of, or interest on, the Contingent Capital Not