NatWest Group plc ADR美股招股说明书(2026-02-27版)

$750,000,000Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 The Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2047 (the “Subordinated Notes”) will initially bear interest at a rateof 5.908% per annum from (and including) March 3, 2026 (the “Issue Date”) to (but excluding) March 3, 2046 (the “Interest ResetDate”), and from (and including) the 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 (as defined herein) on the Reset Determination Date (asdefined herein), plus 1.300%. Interest on the Subordinated Notes will be paid semi-annually in arrear on March 3and September 3 ofeach year, beginning on September 3, 2026, to (and including) maturity. The Subordinated Notes will mature on March 3, 2047. The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations rankingpari passu,without any preference among themselves, and ranking junior in right of payment to the claims of any existing and future unsecuredand unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and noticehas been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under the SubordinatedNotes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors (asdefined herein). The ranking of our obligations shall be set out in the manner provided in the Indenture (as defined herein), which isgoverned by the laws of the State of New York, except for the subordination and waiver of right to set-off provisions relating to theSubordinated Notes, which are governed by the laws of Scotland. In addition, because we are a holding company, our rights toparticipate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case ofbank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary. See“Description of the Subordinated Notes—General”. We may redeem the Subordinated Notes at our sole discretion, in whole but not in part, on the Optional Redemption Date (asdefined herein), at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date ofredemption. In addition, we may redeem the Subordinated Notes at our sole discretion, in whole but not in part, at 100% of theirprincipal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence ofcertain tax or regulatory events, each as described in this prospectus supplement and the accompanying prospectus. Any redemption orrepurchase of the Subordinated Notes is subject to the provisions described under “Description of the Subordinated Notes—Conditionsto Redemption and Repurchase”. Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial ownerof the Subordinated Notes, by its acquisition of Subordinated Notes, each holder and beneficial owner of the SubordinatedNotes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UKauthority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, theSubordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notesinto ordinary shares or other securities or other obligations of NatWest Group plc or another person and/or (iii) theamendment or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on theSubordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporaryperiod; which UK bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to giveeffect to the exercise by the relevant UK authority of such UK bail-in power.Each holder and beneficial owner of theSubordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under theSubordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in powerby the relevant UK authority. By its acquisition of Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes, to theextent permitted by the Trust Indenture Act of 1939 as amended (the “Trust Indenture Act”), waives any and all claims againstThe Bank of New York Mellon acting through its London Branch as trustee (the “Trustee”) for, agrees not to initiate a suitagainst the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, orabst