NatWest Group plc ADR美股招股说明书(2025-02-27版)

£750,000,000 7.500% Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 CapitalNotes The £750,000,000 7.500% reset perpetual subordinated contingent convertible additional tier 1 capital notes (the “ContingentCapital Notes”) are perpetual securities with no maturity date.From and including March 3, 2025 (the “Issue Date”) to but excludingAugust 28, 2032 (the “First Reset Date”) the Contingent Capital Notes will bear interest initially at a rate equal to 7.500% per annum.From and including the First Reset Date and each fifth anniversary thereafter (each a “Reset Date”) to but excluding the nextsucceeding Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable Reset Reference Bond Rate, asdetermined by the Calculation Agent, on the relevant Reset Determination Date and 3.294%, converted to a quarterly rate inaccordance with market convention (rounded to three decimal places, with 0.0005 being rounded down). The interest rate followingany Reset Date may be less than the initial interest rate and/or the interest rate that applies immediately prior to such ResetDate.Subject to the conditions as described further below, we will pay interest on the Contingent Capital Notes quarterly in arrear onMarch 31, June 30, September 30 and December 31 of each year (each an “Interest Payment Date”), commencing on March 31, 2025(short first coupon). We may redeem the Contingent Capital Notes, in whole but not in part, at 100% of their principal amount plus accrued but unpaidinterest to but excluding the date fixed for redemption, excluding any interest which has been cancelled or deemed cancelled inaccordance with the terms of the Contingent Capital Notes (i) upon the occurrence of certain tax events or (ii) upon the occurrence ofcertain regulatory events, subject, in each case, to the conditions described in this prospectus supplement. The Contingent CapitalNotes will also be redeemable in whole but not in part, at our option and in our sole discretion on any day falling in the periodcommencing on (and including) February 28, 2032 (the “First Call Date”) and ending on (and including) the First Reset Date and onany Reset Date thereafter at 100% of their principal amount, together with any accrued and unpaid interest on the Contingent CapitalNotes, excluding any interest which has been cancelled or deemed to be cancelled in accordance with the terms of the ContingentCapital Notes, to but excluding the date fixed for redemption. Any such redemption shall, amongst other requirements, be subject to arequirement to give notice to the UK Prudential Regulation Authority (“PRA”) and/or such other body having primary supervisoryauthority with respect to the prudential regulation of our business to the extent then required, as described in this prospectussupplement. The Contingent Capital Notes will constitute our direct, unsecured and subordinated obligations, rankingpari passuwithout anypreference among themselves. The rights and claims of the holders and beneficial owners in respect of, or arising from, the ContingentCapital Notes (including any damages, if payable) will be subordinated to the claims of our Senior Creditors. The Contingent Capital Notes are not intended to be offered, sold or otherwise made available and should not be offered,sold or otherwise made available to retail clients in the EEA, as defined in the rules set out in Directive 2014/65/EU, or in theUnited Kingdom as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of theUnited Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), in each case, as amended or replacedfrom time to time. Prospective investors are referred to the section headed “Important Information–Restrictions on Marketingand Sales to Retail 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 (as defined herein), anAutomatic Conversion (as defined herein) will occur and all of our obligations under the Contingent Capital Notes shall beirrevocably and automatically released in consideration of our issuance and delivery of the Settlement Shares (as definedherein). Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial ownerof the Contingent Capital Notes, by its acquisition of the Contingent Capital Notes, each holder and beneficial owner of theContingent Capital Notes acknowledges, accepts, agrees to be bound by and 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 principal amount of, or interest on, the Contingent Capital Notes; (ii) the conversion of all, or a portion, ofthe principal amount of, or interest on, the Contingent Capital Notes into ordi