NatWest Group plc ADR美股招股说明书(2025-05-21版)

$1,250,000,000 5.115% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2031$300,000,000 Senior Callable Floating Rate Notes due 2029 The 5.115% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2031 (the “Fixed Reset Rate Notes”) will initially bear interestat a rate of5.115% per annum from (and including) May 23, 2025 (the “Issue Date”) to (but excluding) May 23, 2030 (the “FixedReset Rate Notes Interest Reset Date”), and from (and including) the Fixed Reset Rate Notes Interest Reset Date to (but excluding)maturity, at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent (asdefined herein) on the Fixed Reset Rate Notes Reset Determination Date (as defined herein), plus 1.050%. Interest on the Fixed ResetRate Notes will be paid semi-annually in arrear on May 23 and November 23 of each year, beginning on November 23, 2025, to (andincluding) maturity. The Fixed Reset Rate Notes will mature on May 23, 2031. The Senior Callable Floating Rate Notes due 2029 (the “Floating Rate Notes” and, together with the Fixed Reset Rate Notes, the“Senior Notes”) will bear interest at a floating annual rate equal to the Benchmark (initially, Compounded Daily SOFR) (each asdefined herein) plus 1.100% per annum, accruing from (and including) the Issue Date to (but excluding) maturity, paid quarterly inarrear on February 23, May 23, August 23 and November 23 of each year, beginning on August 23, 2025, to (and including) maturity.The Floating Rate Notes will mature on May 23, 2029. 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 authority with respect to theSenior Notes. By its acquisition of Senior Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented tothe exercise of any UK bail-in power which may be imposed without any prio