NatWest Group plc ADR美股招股说明书(2025-05-20版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities inany jurisdiction where the offer or sale is not permitted.Filed pursuant to Rule 424(b)(5) Registration No. 333-284008 PROSPECTUS SUPPLEMENT NatWest Group plc % Senior Callable Fixed-to-Fixed Reset Rate Notes due 20Senior Callable Floating Rate Notes due 20 The% Senior Callable Fixed-to-Fixed Reset Rate Notes due 20(the “Fixed Reset Rate Notes”) will initially bearinterest at a rate of% per annum from (and including), 2025 (the “Issue Date”) to (but excluding),20(the “Fixed Reset Rate Notes Interest Reset Date”), and from (and including) the Fixed Reset Rate Notes Interest ResetDate to (but excluding) maturity, at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined bythe Calculation Agent (as defined herein) on the Fixed Reset Rate Notes Reset Determination Date (as defined herein), plus%. Interest on the Fixed Reset Rate Notes will be paid semi-annually in arrear onandof each year, beginningon, 2025, to (and including) maturity. The Fixed Reset Rate Notes will mature on, 20. The Senior Callable Floating Rate Notes due 20(the “Floating Rate Notes” and, together with the Fixed Reset RateNotes, the “Senior Notes”) will bear interest at a floating annual rate equal to the Benchmark (initially, Compounded Daily SOFR)(each as defined herein) plus% per annum, accruing from (and including) the Issue Date to (but excluding) maturity, paidquarterly in arrear on,,andof each year, beginning on, 2025, to (and including) maturity. TheFloating Rate Notes will mature on, 20. The Senior Notes of each series will constitute our direct, unconditional, unsecured and unsubordinated obligations, rankingparipassuwithout any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations,present and future, except such obligations as are preferred by operation of law. We may redeem the Senior Notes of a series at our sole discretion, in whole but not in part, on the applicable OptionalRedemption Date (as defined herein) for the Senior Notes of such series, at 100% of their principal amount together with any accruedbut unpaid interest to, but excluding, the date of redemption. In addition, we may redeem the Senior Notes of a series at our solediscretion, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding,the date of redemption, upon the occurrence of certain tax or regulatory events as described in this prospectus supplement and theaccompanying prospectus. Any redemption or repurchase of the Senior Notes is subject to the provisions described under “Descriptionof the Senior Notes—Conditions to Redemption and Repurchase”. Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial ownerof the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges,accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which mayresult in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) theconversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or othersecurities or other obligations of NatWest Group plc or another person and/or (iii) the amendment or alteration of the maturityof the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomespayable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means ofvariation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-inpower.Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holdersand/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, theexercise of any UK bail-in power by the relevant UK authority. By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes, to the extentpermitted by the Trust Indenture Act of 1939 as amended (the “Trust Indenture Act”), waives any and all claims against TheBank of New York Mellon acting through its London Branch as trustee (the “Trustee”) for, agrees not to initiate a suit againstthe Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains fromtaking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authori