As filed with the Securities and Exchange Commission
on December 23, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NatWest
Group plc
(Exact Name of Registrant as Specified in Its Charter)
United Kingdom
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
250 Bishopsgate, London, EC2M 4AA
United Kingdom
+44 (0) 207 085 5143
(Address and Telephone Number of Registrant’s Principal Executive Offices)
CT Corporation System
28 Liberty St.
New York, NY 10005
United States
(212) 590-9070
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all
communications to:
Reuven B. Young
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
England
Tel. No.: 011-44-20-7418-1300 |
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box. x
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
PROSPECTUS
NATWEST GROUP plc
DEBT SECURITIES
DOLLAR PREFERENCE SHARES
CONTINGENT CONVERTIBLE SECURITIES
ORDINARY SHARES
RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES
AMERICAN DEPOSITARY SHARES
By this prospectus we may offer from time to time,
together or separately, debt securities, including senior debt securities and subordinated debt securities, dollar preference shares (directly
or in the form of American depositary shares), contingent convertible securities, ordinary shares (directly or in the form of American
depositary shares) and rights to subscribe for ordinary shares (directly or in the form of American depositary shares). Our ordinary shares
are listed on the London Stock Exchange under the symbol “NWG”. Our American depositary shares, or ADSs, each representing
two ordinary shares (or a right to receive two ordinary shares), are listed on the New York Stock Exchange under the symbol “NWG”.
We will provide the specific terms of these securities,
and the manner in which they will be offered, in one or more supplements to this prospectus. Any supplement may also add, update or change
information contained, or incorporated by reference, into this prospectus.
You should carefully read this prospectus and
the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find
More Information” and “Incorporation of Documents by Reference”, before investing in our securities. The amount and
price of the offered securities will be determined at the time of the offering. We may sell these securities to or through underwriters,
and also to other purchasers or through agents. The names of the underwriters will be set forth in the accompanying prospectus supplement.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 2.
The debt securities and the contingent convertible
securities may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority as described herein and
in the applicable prospectus supplement for such debt securities or contingent convertible securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities
unless it is accompanied by a prospectus supplement.
The date of this prospectus is
December 23, 2024.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process.
Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in
one or more offerings in one or more foreign currencies or currency units.
This prospectus provides you with a general description
of the debt securities, dollar preference shares, contingent convertible securities, ordinary shares, rights to subscribe for ordinary
shares and the American depositary shares, which we will refer to collectively as the “securities”. Each time we sell securities,
we will provide a prospectus supplement that will contain, among others, specific information about the terms of that offering and the
risks relating to that offering. The prospectus supplement will provide information regarding certain tax consequences of the purchase,
ownership and disposition of the offered securities. The prospectus supplement may also add to, update or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should
rely on the information in that prospectus supplement. We will file each prospectus supplement with the SEC. You should read both this
prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where
You Can Find More Information” and “Incorporation of Documents by Reference”.
The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional information about us and the securities we may offer under this
prospectus. The registration statement can be read at the SEC’s offices or obtained from the SEC’s website mentioned under
the heading “Where You Can Find More Information”.
Certain Terms
In this prospectus, the terms “we”,
“our” and “us” means NatWest Group plc and the term “NatWest Group” means NatWest Group plc and its
subsidiaries.
NatWest Group plc publishes its consolidated financial
statements in pounds sterling (“£” or “sterling”), the lawful currency of the United Kingdom. In this prospectus
and any prospectus supplement, references to “dollars” and “$” are to United States dollars.
USE OF PROCEEDS
Unless we have disclosed a specific plan in the
accompanying prospectus supplement, we will use the net proceeds from the sale of the securities we may offer by this prospectus for general
corporate purposes. NatWest Group has raised capital in various markets from time to time and we expect to continue to raise capital in
such markets and at such times as we consider appropriate.
NATWEST GROUP PLC
NatWest Group plc is a public limited company
incorporated in Scotland with registration number SC045551. NatWest Group plc was incorporated under Scots law on March 25, 1968. NatWest
Group plc is the holding company of a large banking and financial services group. Headquartered in Edinburgh, NatWest Group plc operates
primarily in the United Kingdom through a network of branches, local banks and non-bank subsidiaries. NatWest Group’s main operating
companies include National Westminster Bank Plc, NatWest Markets Plc, The Royal Bank of Scotland plc and Coutts & Co. NatWest Group
has a diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional
customers. At September 30, 2024, His Majesty’s Treasury’s (“HM Treasury”) percentage of total voting rights held
in NatWest Group plc was 16.92%.
NatWest Group plc’s registered office is
36 St Andrew Square, Edinburgh EH2 2YB, Scotland and its principal place of business is 250 Bishopsgate, London, EC2M 4AA, United Kingdom,
telephone +44 (0) 207 085 5143.
You can find a more detailed description of NatWest
Group’s business in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on February 23, 2024
(the “2023 Annual Report”), which is incorporated by reference in this prospectus, or similar subsequent filings incorporated by
reference in this prospectus.
RISK
FACTORS
Investing
in the securities offered using this prospectus involves risk. You should consider carefully the risks described below, together with
the risks described in the documents incorporated by reference into this prospectus and any risk factors included in the prospectus supplement,
before you decide to buy our securities. If any of these risks actually occur, our business, financial condition and results of operations
could suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in which case you may
lose all or part of your investment.
Additional
risks, if any, specific to a potential offering of class of securities issued under this prospectus will be set out in the applicable
prospectus supplement. Terms relating to debt securities or contingent convertible securities used but not defined in these risk factors
have the meaning ascribed thereto in the relevant indenture in respect of these securities.
Risks relating to NatWest Group plc and NatWest Group
For a description of the risks associated with
NatWest Group plc and NatWest Group, including certain risks associated with investments in NatWest Group plc’s securities, please
refer to the “Risk Factors” section in our 2023 Annual Report and the “NatWest Group plc Summary Risk Factors”
section in our interim report on Form 6-K for the six months ended June 30, 2024, filed with the SEC on July 26, 2024 (the “H1 Interim
Report”), which are incorporated by reference in this prospectus or similar sections in subsequent filings incorporated by reference
in this prospectus.
Risks relating to NatWest Group plc’s Shares Generally
NatWest Group plc’s shares (including
ordinary shares, dollar preference shares and rights to receive ordinary shares) and American depositary shares may experience volatility
which will negatively affect your investment.
In recent years major stock markets have experienced
varying degrees of price and trading volume fluctuations. These fluctuations have sometimes been, and may again be, unrelated or disproportionate
to the operating performance of the relevant companies. There could be significant fluctuations in the price of our shares and ADSs, even
if our operating results meet the expectations of the investment community. In addition, the following factors, among others, could cause
the market price of our shares and ADSs to fluctuate significantly:
| · | announcements by NatWest Group or its competitors relating to operating results, earnings, acquisitions or joint ventures, capital
commitments or spending; |
| · | changes in financial estimates or investment recommendations by securities analysts; |
| · | changes in market valuations of other peer banks; |
| · | changes in interest rates; |
| · | adverse economic performance or recession in the countries or markets in which we operate; or |
| · | disruptions in trading on major stock markets. |
As a result of these and other factors, you
may be unable to sell your shares and ADSs at or above the price you purchased at due to fluctuations in the market price.
You may be unable to recover in civil
proceedings for U.S. securities laws violations.
NatWest Group plc is incorporated under the
laws of Scotland. Substantially all of our directors and officers, and the experts named in this prospectus, reside outside the United
States, principally in the United Kingdom. All or a substantial portion of our assets, and the assets of such persons, are located outside
the United States. Therefore, you may not be able to effect service of process within the United States upon us or these persons so that
you may
enforce judgments of U.S. courts against us
or these persons based on the civil liability provisions of the U.S. federal securities laws.
Risks relating to the Debt Securities and Contingent Convertible
Securities Generally
The debt securities and contingent
convertible securities contain very limited Defaults and Events of Default provisions, and the remedies available thereunder are limited.
The debt securities and contingent convertible
securities contain very limited Defaults and Events of Default provisions, and the remedies available thereunder are limited. The sole
remedy available to the Trustee against the Issuer in case of a “Default”, being the failure to pay principal or interest
on the debt securities or contingent convertible securities when it otherwise becomes due and payable (following the expiration of a specified
grace period), is that the Trustee may commence a proceeding for our winding up and/or prove in our winding up. The Trustee may not, however,
upon the occurrence of a Default, declare the principal amount of any outstanding debt securities or contingent convertible securities
due and payable. While holders of the debt securities or contingent convertible securities will similarly not be able to accelerate a
repayment of the principal amount of the debt securities or contingent convertible securities upon the occurrence of a Default, such holders
shall have the right to sue for any payments that are due but unpaid.
An Event of Default will only occur if an order
is made for our winding up which is not successfully appealed within 30 days or upon a valid adoption by our shareholders of an effective
resolution for our winding up (in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency). On the occurrence of such an Event of Default, the Trustee and the holders of the debt securities or contingent
convertible securities have only limited enforcement remedies. If such an Event of Default with respect to the debt securities or contingent
convertible securities occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding
debt securities or contingent convertible securities may declare the principal amount of, and any accrued but unpaid interest on, the
debt securities or contingent convertible securities to be due and payable immediately.
Prior to the occurrence of an Event of Default,
the debt securities and contingent convertible securities are subject to bail-in in the event the U.K. bail-in power is exercised. As
a result, during such time as the Trustee is seeking to cause our winding up, your claims in such winding up could be reduced to zero.
The Banking Act confers substantial powers
on relevant UK authorities designed to enable them to take a range of actions in relation to UK banks or investment firms and certain
of their affiliates in the event a bank or investment firm in the same group is considered to be failing or likely to fail. The exercise
of any of these actions in relation to NatWest Group plc or any entity within NatWest Group could materially adversely affect the value
of the debt securities and contingent convertible securities.
Under the Banking Act, substantial powers are
granted to the Bank of England (or, in certain circumstances, HM Treasury), in consultation with the Prudential Regulation Authority (“PRA”),
the Financial Conduct Authority and HM Treasury, as appropriate as part of a special resolution regime (the “SRR”). These
powers enable the relevant UK authority to implement resolution measures with respect to a UK bank or investment firm and certain of its
affiliates (including, for example, NatWest Group plc) (each a “relevant entity”) in circumstances in which the relevant UK
authority is satisfied that the resolution conditions are met. Under the applicable regulatory framework and pursuant to guidance issued
by the Bank of England, governmental financial support, if any is provided, would only be used as a last resort measure where a serious
threat to financial stability cannot be avoided by other measures (such as the stabilization options described below, including the UK
bail-in power) and subject to the limitations set out in the Banking Act.
The Banking Act grants broad powers to the relevant
UK authorities and the application of such powers, or any suggestion of such application, could have a material adverse effect on the
value or trading liquidity of the debt securities and contingent convertible securities or the rights of holders under the debt securities
and contingent convertible securities and could lead to holders of the debt securities and contingent convertible securities losing some
or all of the value of their investment in the debt securities and contingent convertible securities. These powers include the ability
to (i) modify or cancel contractual arrangements to which an entity in resolution is party, in certain circumstances; (ii) suspend or
override the enforcement provisions or termination rights that might be invoked by counterparties facing an entity in resolution, as a
result of the exercise of the resolution powers; and (iii)
disapply or modify laws in the UK (with possible retrospective effect)
to enable the powers under the Banking Act to be used effectively.
The exercise of the stabilization options or other
powers conferred on the relevant UK authority under the Banking Act with respect to us, or any suggestion of any such exercise, could
have a material adverse effect on the value or trading liquidity of the debt securities and contingent convertible securities or your
rights under the debt securities and contingent convertible securities and could lead to holders of the debt securities and contingent
convertible securities losing some or all of the value of their investment in the debt securities and contingent convertible securities.
Additional Risks Relating to Subordinated Debt
Securities Generally
NatWest Group’s obligations
under the subordinated debt securities are subordinated
The
obligations of NatWest Group plc under the subordinated debt securities will be unsecured and subordinated and will rank junior in priority
of payment to the current and future claims of NatWest Group plc’s creditors, other than claims in respect of any liability that
ranks, or is expressed to rank, junior to or pari passu with
the subordinated debt securities. We expect from time to time to incur additional indebtedness or other obligations that will constitute
senior indebtedness, and the indenture governing the subordinated debt securities does not contain any provisions restricting our ability
to incur senior indebtedness or the amount thereof. Although the subordinated debt securities may pay a higher rate of interest than comparable
notes which are not so subordinated, there is a risk that an investor in such subordinated debt securities will lose all or some of its
investment if NatWest Group plc becomes insolvent since the assets of NatWest Group plc would be available to pay such amounts only after
all the senior creditors of NatWest Group have been paid in full.
On
December 19, 2018, the Banks and Building Societies (Priorities on Insolvency) Order 2018 (the “Order”), came into effect.
The Order implements certain amendments to the BRRD in the U.K. as regards the ranking of unsecured debt instruments in insolvency hierarchy.
Specifically, the Order inserts a new section in the U.K. Insolvency Act 1986 as may be amended from time to time (including, without
limitation, by the Order) (the “Insolvency Act”) that splits a financial institution’s non-preferential debts into classes,
and provides that ordinary non-preferential debts will rank ahead of secondary non-preferential debts and tertiary non-preferential debts.
The subordinated debt securities would constitute tertiary non-preferential debts under the Insolvency Act, and therefore both ordinary
and secondary non-preferential debts would continue to rank ahead of claims in respect of the subordinated debt securities. Although the
Order was subsequently repealed by the Financial Services and Markets Act 2023, the relevant amendments to the Insolvency Act remain in
force.
Additional Risks Relating to the Contingent
Convertible Securities Generally
The contingent convertible securities are
complex financial instruments that involve a high degree of risk and may not be a suitable investment for all investors.
The contingent convertible
securities are complex financial instruments that involve a high degree of risk. As a result, an investment in the contingent convertible
securities will involve certain increased risks compared to other categories of securities. Each potential investor of the contingent
convertible securities must determine the suitability (either alone or with the help of a financial adviser) of that investment in light
of its own circumstances. In particular, each potential investor should:
| (i) | have sufficient knowledge and experience to make a meaningful evaluation of the contingent convertible
securities, the merits and risks of investing in the contingent convertible securities and the information contained or incorporated by
reference in this prospectus supplement or any applicable supplement to this prospectus supplement; |
| (ii) | have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the contingent convertible securities and the impact such investment will have on its overall investment
portfolio; |
| (iii) | have sufficient financial resources and liquidity to bear all of the risks of an investment in the contingent
convertible securities, including where the currency for principal or interest payments, i.e., US dollars, is different from the currency
in which such potential investor’s financial activities are principally denominated |
| | and the possibility that the entire principal
amount of the contingent convertible securities could be lost, including following the exercise by the relevant UK resolution authority
of any resolution powers; |
| (iv) | understand thoroughly the terms of the contingent convertible securities, such as the provisions governing
cancellation of interest, and be familiar with the behaviour of any relevant indices and financial markets and the resolution regime applicable
to NatWest Group, including the possibility that the contingent convertible securities may become subject to write-down or conversion
if the resolution powers or UK bail in powers are exercised; |
| (v) | be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and |
| (vi) | understand the accounting, legal, regulatory and tax implications of a purchase, and the holding and disposal
of an interest in the contingent convertible securities. |
Sophisticated investors generally
do not purchase complex financial instruments that bear a high degree of risk as stand-alone investments. They purchase such financial
instruments as a way to enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in the contingent convertible securities unless it has the knowledge and expertise (either alone or with a
financial advisor) to evaluate how the contingent convertible securities will perform under changing conditions and the impact this investment
will have on the potential investor’s overall investment portfolio. Prior to making an investment decision, potential investors
should consider carefully, in light of their own financial circumstances and investment objectives, all the information contained in this
prospectus supplement and the base prospectus or incorporated by reference herein.
The contingent convertible securities have no scheduled
maturity and no fixed redemption date and you do not have the right to cause the contingent convertible securities to be redeemed or otherwise
accelerate the repayment of the principal amount of the contingent convertible securities except in very limited circumstances.
The contingent convertible securities are perpetual
securities and have no fixed maturity date or fixed redemption date and holders and beneficial owners of the contingent convertible securities
may not request any redemption of the contingent convertible securities at any time. Although under certain circumstances we may redeem
the contingent convertible securities, we are under no obligation to do so and you have no right to call for their redemption.
There is no right of acceleration in the case
of any non-payment of principal of, or interest on, the contingent convertible securities or in the case of a failure by us to perform
any other covenant under the contingent convertible securities or under the indenture governing the contingent convertible securities.
Accordingly, we are not required to make any repayment of the principal amount of Notes at any time or under any circumstances other than
in certain situations.
DESCRIPTION OF
DEBT SECURITIES
The following is a summary of the general terms
that will apply to any senior debt securities and subordinated debt securities that may be offered by NatWest Group plc. Consequently,
when we refer to “debt securities” in this prospectus, we mean the senior debt securities and the subordinated debt securities
that may be issued by NatWest Group plc. The term “debt securities” does not include the “contingent convertible securities”
described under “Description of Contingent Convertible Securities”.
Each time that we issue debt securities, we
will file a prospectus supplement with the SEC, which you should read carefully. The prospectus supplement will summarize specific terms
of your security and may contain additional terms of those debt securities to those described in this
prospectus or terms that differ from those described in this prospectus. The terms presented here, together with the terms contained in
the prospectus supplement, will be a description of the material terms of the debt securities, but if there is any inconsistency between
the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace those
presented here. Therefore, the statements we make below in this section may not apply to your debt security. You should also read the indentures under
which we will issue the debt securities, which we have filed with the SEC as exhibits to the registration statement of which this prospectus
is a part.
Senior debt securities will be issued by NatWest
Group plc under the senior debt indenture as supplemented by supplemental indentures as required. Subordinated debt securities will be
issued by NatWest Group plc under the subordinated debt indenture as supplemented by supplemental indentures as required. Each indenture
is a contract between us and The Bank of New York Mellon, as trustee. None of the indentures limit our ability to incur additional indebtedness,
including additional senior indebtedness.
The summary below does not describe every aspect
of the indentures or the debt securities and is subject to and qualified in its entirety by reference to all the provisions of the indentures.
General
The debt securities are not deposits and are not
insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United
Kingdom.
The indentures do not limit the amount of debt
securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for any particular
series of debt securities will describe the terms of the offered debt securities, including some or all of the following terms:
| · | whether they are senior debt securities or subordinated debt securities; |
| · | with respect to the subordinated debt securities, whether the payment of interest can be deferred, whether the payment of principal
can be deferred, the subordination terms, the redemption terms and the events of default applicable to each series of the subordinated
debt securities; |
| · | their specific designation, authorized denomination and aggregate principal amount; |
| · | the price or prices at which they will be issued; |
| · | whether such debt securities will be dated debt securities with a specified maturity date or undated debt securities with no specified
maturity date; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | the times and places at which any interest payments are payable; |
| · | the terms of any mandatory or optional redemption, including the amount of any premium; |
| · | any modifications or additions to the events of default with respect to the debt securities offered; |
| · | any provisions relating to conversion or exchange for other securities issued by us; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | any index used to determine the amount of any payments on the debt securities; |
| · | any restrictions that apply to the offer, sale and delivery of the debt securities and the exchange of debt securities of one form
for debt securities of another form; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the debt
securities following certain developments with respect to withholding tax or information reporting laws and whether, and on what terms,
if other than those described in this prospectus, we may redeem the debt securities following those developments; |
| · | the terms of any mandatory or optional exchange; and |
| · | any listing on a securities exchange. |
In addition, the prospectus supplement will describe
the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.
Debt securities may bear interest at a fixed rate,
a floating rate or a combination thereof. We will sell any subordinated debt securities that bear no interest, or that bear interest at
a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.
Holders of debt securities shall have no voting
rights except those described under the heading “ –Modification and Waiver” below.
If we issue senior debt securities designed
to count towards the EU minimum requirements for own funds and eligible liabilities framework, the terms (including the events of default
and redemption options) of those securities in particular may differ from those described in this prospectus and will be set out in the
relevant prospectus supplement.
If we issue subordinated debt securities that
qualify as Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption, events of default and other
terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.
Payments
We will make any payments of interest and principal,
on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out
in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides
otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, our obligation to make such payment
shall be deferred and such failure to make a payment does not create a default under the applicable subordinated debt indenture. The relevant
prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can
be deferred and any other terms relating to payments on subordinated debt securities.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement provides
otherwise, senior debt securities constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without
any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except
such obligations as are preferred by operation of law.
Subordinated Debt Securities
If we issue subordinated debt securities, the
applicable prospectus supplement relating to the subordinated debt securities will include a description of the subordination provisions
that apply to the subordinated debt securities.
Unless the relevant prospectus supplement provides
otherwise, in a winding-up or qualifying administration, all payments on any series of subordinated debt securities will be subordinate
to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of
any liability that is, or is expressed to be, subordinated, whether only in the event of a winding-up,
qualifying administration or otherwise, to the claims of all or any of our creditors, in the manner provided in the applicable subordinated
debt indenture.
General
As a consequence of these subordination provisions,
if winding-up proceedings or a qualifying administration should occur, each holder of subordinated debt securities may recover less ratably
than the holders of our unsubordinated liabilities (including holders of senior debt securities). If, in any winding-up or qualifying
administration, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full,
those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding-up or a qualifying
administration in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect
to the debt securities in any winding-up, liquidation or qualifying administration, the holder might not be entitled in those proceedings
to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
In addition, because NatWest Group plc is a holding
company, its rights to participate in the assets of any subsidiary as a shareholder if such subsidiary is liquidated will be subject to
the prior claims of such subsidiary’s creditors.
Additional Amounts
All amounts to be paid by us on any series of
debt securities will be paid without deduction or withholding for, or on account of, any and all present and future income, stamp and
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to
tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law.
Unless otherwise specified in the relevant prospectus
supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at
any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts with respect to the principal of, premium, if
any, and interest, if any, on any series of debt securities (“Additional Amounts”) as may be necessary in order that the net
amounts paid to the holders of the debt securities of the particular series, after such deduction or withholding, shall equal the amounts
of such payments which would have been payable in respect of such debt securities had no such deduction or withholding been required;
provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would
not have been payable or due but for the fact that:
(i) the holder or the beneficial owner of the
debt security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically
present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding
or ownership of a debt security, or the collection of the payment on any debt security of the relevant series,
(ii) except in the case of a winding-up of us
in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom,
(iii) the relevant debt security is presented
(where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later,
except to the extent that the holder would have been entitled to such Additional Amount on presenting (where presentation is required)
the debt security for payment at the close of such 30 day period,
(iv) the holder or the beneficial owner of the
relevant debt security or the payment on such debt security failed to comply with a request by us or our liquidator or other authorized
person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial
owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or
imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or
relief from all or part of such deduction or withholding,
(v) the withholding or deduction is required to
be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury
entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued
with respect thereto; any intergovernmental agreement entered into with
respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental
agreement, or
(vi) any combination of subclauses (i) through
(v) above,
nor shall Additional Amounts be paid with respect to a payment on the
debt security to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent
such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary
or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such
Additional Amounts, had it been the holder.
As used in this “Additional Amounts”
section, the term “payment” means, in the context of senior debt securities and subordinated debt securities, payments of
principal of, premium, if any, and interest, if any, on such securities. Whenever in this prospectus or any prospectus supplement there
is mentioned, in the context of senior debt securities or subordinated debt securities, the payment of the principal, premium, if any,
or interest, if any, on, or in respect of, any such security of any series, such mention shall be deemed to include mention of the payment
of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of
Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.
Redemption
Unless the relevant prospectus supplement provides
otherwise, we will have the option to redeem the debt securities of any series as a whole upon (i) not less than 15 business days, and
not more than 30 calendar days’ notice in respect of the senior debt securities, or (ii) not less than 15 days, and not more than
30 days’ notice in respect of our subordinated debt securities, to each holder of debt securities, on any payment date, at a redemption
price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, if any (including any deferred
amounts in the case of subordinated debt securities), to the redemption date, or, in the case of discount securities, their accreted face
amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or
regulations of a U.K. Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation
of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date specified in
the terms of the debt securities:
| · | in making any payments on the particular series of debt securities, we have paid or will or would on the next payment date be required
to pay Additional Amounts; |
| · | payments on the next payment date in respect of any of the series of debt securities would be treated as “distributions”
within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment
thereof for the time being); or |
| · | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities,
or the value of the deduction to us would be materially reduced. |
In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of
recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.
The relevant prospectus supplement will specify
whether or not we may redeem the debt securities of any series, in whole or in part, at our option, including any conditions to our right
to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so.
Any notice of redemption of debt securities of any series will state, among other items:
| · | the amount of debt securities to be redeemed if less than all of the series is to be redeemed; |
| · | that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will
cease to accrue on such date; |
| · | the place or places at which each holder may obtain payment of the redemption price; and |
| · | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to debt securities |
In the case of a partial redemption, the trustee
shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.
We or any of our subsidiaries may at any time
and from time to time purchase debt securities of any series in the open market or by tender or by private agreement, if applicable law
allows and if, in the case of the subordinated debt securities, certain other conditions which may be specified in the applicable prospectus
supplement are satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection
with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.
Under existing U.K. PRA requirements, we may not
make any redemption or repurchase of certain debt securities beneficially for our own account unless, among other things, we give prior
notice to the PRA and, in certain circumstances, it grants permission, in each case to the extent required at the relevant time and in
the relevant circumstances. The PRA may impose conditions on any redemption or repurchase all of which will be set out in the prospectus
supplement and supplemental indenture with respect to any series of debt securities.
Modification and Waiver
We and the trustee may make certain modifications
and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt
securities. We may make other modifications and amendments with the consent of the holder or holders of not less than a majority in aggregate
outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification
or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt
security affected that would:
| · | change the stated maturity of the principal amount of any debt security; |
| · | reduce the principal amount of, the interest rates of, or any premium payable upon the redemption of, any debt security; |
| · | change our (or any successor’s) obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable; |
| · | reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the
indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated
Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below and described in the relevant prospectus
supplement); |
| · | modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due
and payable on the debt securities in a manner adverse to the holders; or |
| · | modify the above requirements. |
In addition, variations in the terms and conditions
of debt securities of any series, including modifications relating to subordination, redemption, a Senior Debt Security Event of Default,
Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as those terms are defined under the heading “Event
of Default and Defaults; Limitations of Remedies” below), as described in the relevant prospectus supplement, may require the non-objection
from, or consent of, the PRA or its successor.
Events of Default and Defaults; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides
otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
| · | we do not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment
and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders
of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not,
however, be a Senior Debt Security Event of Default if during the 14 days after the notice, we satisfy the trustee that such sums were
not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity
or applicability of any such law, regulation or order, it shall not be a Senior Debt Security Event of Default if we act on the advice
given to us during the 14 day period by independent legal advisers approved by the trustee; or |
| · | we breach any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and
that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach
is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be
remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach
to be remedied; or |
| · | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’
resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation
not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs
and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series
may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities
of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may
be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided
in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think
suitable, against us to enforce payment. Subject to the indenture provisions for the indemnification of the trustee and the securities
administrator, as the case may be, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities
of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf
of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series.
However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial
to the holder(s) of any senior debt securities of that series not taking part in the direction, and determined by the trustee. The trustee
may also take any other action consistent with the direction that it deems proper.
Notwithstanding any contrary provisions, nothing
shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior
debt securities.
Unless the relevant prospectus supplement provides
otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination
of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against us, whether
before or during our winding-up.
Subordinated Debt Securities Event of Default
Unless the relevant prospectus supplement provides
otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities shall
result if either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective
shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of amalgamation
or reconstruction not involving our bankruptcy or insolvency).
If a Subordinated Debt Security Event of Default
occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt
securities of each series may declare to be due and payable immediately in accordance with the terms of the applicable indenture the principal
amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued
interest), including any deferred interest. However, after this declaration but before the trustee obtains a judgment or decree for payment
of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the
series may rescind the declaration of accelerations and its consequences, but only if all Subordinated Debt Security Events of Default
have been remedied or waived and all payments due, other than those due as a result of acceleration, have been made.
Subordinated Debt Securities Defaults
In addition to Subordinated Debt Security Events
of Default, the subordinated debt indenture also separately provides for “Subordinated Debt Security Defaults”. The relevant
prospectus supplement with respect to any series of subordinated debt securities shall set out what events, if any, shall be considered
Subordinated Debt Security Defaults. The indenture permits the issuance of subordinated debt securities in one or more series and whether
a Subordinated Debt Security Default has occurred is determined on a series-by-series basis.
Unless the relevant prospectus supplement provides
otherwise, if a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not
elsewhere) for our winding-up, but the trustee may not declare the principal amount of any outstanding subordinated debt security due
and payable. The relevant prospectus supplement will set forth further actions provided in the subordinated debt securities indenture
relating to the rights of holders in connection with the occurrence of a Subordinated Debt Security Default, if any, that may be taken
by the trustee upon the occurrence of a Subordinated Debt Security Default.
Unless the relevant prospectus supplement provides
otherwise, by accepting a subordinated debt security each holder and the trustee will be deemed to have waived any right of set-off, counterclaim
or combination of accounts with respect to the subordinated debt securities or the indenture (or between our obligations under or in respect
of any subordinated debt security and any liability owed by a holder or the trustee to us) that they might otherwise have against us,
whether before or during our winding-up.
Events of Default and Defaults - General
The holder or holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default,
Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security
Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest,
if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which
cannot be modified or amended without the consent of each holder of debt securities of such series.
Subject to exceptions, the trustee may, without
the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt
Security Event of Default would not be materially prejudicial to the interests of the holders.
Subject to the provisions of the applicable indenture
relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation
to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to
the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of
the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction
is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly
prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any
other action that it deems proper which is not inconsistent with that direction.
The indentures provide that the trustee will,
within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default with respect to the
debt securities of any series, give to each holder of the debt securities
of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good
faith that withholding notice is in the interest of the holders.
We are required to furnish to the trustee annually
a statement as to our compliance with all conditions and covenants under the indenture.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of
any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided
that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized
under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities and
under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that
the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any
of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder,
provided that certain conditions are satisfied, including that under certain indentures we unconditionally guarantee the obligations of
the subsidiary under the debt securities of that series. If we do and the other relevant conditions for such assumption are satisfied,
all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any
Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the
assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts
in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. The subsidiary
that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described
in “–Redemption” above with respect to any change or amendment to, or change in the application or official interpretation
of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after
the date of the assumption.
An assumption of our obligations under the
debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new
debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and
possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income
tax consequences of an assumption.
Governing Law
The debt securities and the indentures will be
governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination
provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders of each series of
subordinated debt securities will be governed by and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered debt securities
shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained
by the trustee.
Until such time as any definitive securities are
issued, there may, so long as any global securities in registered form representing the debt securities are held in their entirety on
behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them
to the holders of the debt securities, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to
a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another
holder.
Notices to be given by any holders of the debt
securities to the trustee shall be in writing to the trustee at its corporate trust office. While any of the debt securities are represented
by a global securities in registered form, such notice may be given by any holder to the trustee through DTC in such manner as DTC may
approve for this purpose.
The Trustees and Securities Administrator
The Bank of New York Mellon, acting through its
London Branch, 160 Queen Victoria Street, London EC4V 4LA, is the trustee under the indentures with respect to the debt securities. The
trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act of 1939 (the “TIA”). Subject to the provisions of the TIA, the trustees are under no obligation to exercise
any of the powers vested in them by the indentures at the request of any holder of notes, unless offered reasonable indemnity by the holder
against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts
and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon
is also the book-entry depositary and paying agent with respect to our debt securities. The Bank of New York Mellon is the depositary
with respect to the ADSs representing certain of our preference shares.
Consent to Service of Process
We irrevocably designate CT Corporation System
as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt
securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those
courts.
DESCRIPTION OF
DOLLAR PREFERENCE SHARES
The following is a summary of the general terms
of the dollar preference shares of any series. Each time that we issue dollar preference shares, we will file a prospectus supplement
with the SEC, which you should read carefully. The prospectus supplement will designate the terms of the dollar preference shares of the
particular series, which are set out in the resolutions establishing the series that our board of directors or an authorized committee
thereof (referred to in this section as the board of directors) adopt. These terms may amend, supplement or be different from those summarized
below, and if so the applicable prospectus supplement will state that, and the description of the dollar preference shares of that series
contained in the prospectus supplement will apply. You should also read our Articles of Association, which we have filed with the SEC
as an exhibit to the registration statement of which this prospectus is a part. You should read the summary of the general terms of the
ADR deposit agreement under which Dollar Preference Share American Depositary Receipts (“Dollar Preference Share ADRs”) evidencing
American Depositary Shares (“Dollar Preference Share ADSs”) that may represent dollar preference shares may be issued, under
the heading “Description of Dollar Preference Share American Depositary Shares”.
If we issue dollar preference shares that qualify
as capital for regulatory purposes, the terms of such dollar preference shares may vary from those described in this prospectus and will
be set forth in the relevant prospectus supplement.
The summary below does not describe every aspect
of the dollar preference shares of any series and is subject to and qualified in its entirety by reference to all the provisions of the
resolutions establishing the series, our Articles of Association and the ADR deposit agreement.
General
Under our Articles of Association, our board of
directors is authorized to provide for the issuance of dollar preference shares, in one or more series, with the dividend rights, liquidation
value per share, redemption provisions, voting rights and other rights, preferences, privileges, limitations and restrictions that are
set forth in resolutions providing for their issue adopted by our board of directors. Our board of directors may only provide for the
issuance of dollar preference shares of any series if a resolution of our shareholders has authorized the allotment of shares.
The dollar preference shares of any series will
have the dividend rights, rights upon liquidation, redemption provisions and voting rights described below, unless the relevant prospectus
supplement provides otherwise. You should read the prospectus supplement for the specific terms of any series, including:
| · | the number of shares offered, the number of shares offered in the form of Dollar Preference Share ADSs and the number of dollar preference
shares represented by each Dollar Preference Share ADS; |
| · | the public offering price of the series; |
| · | the liquidation value per share of that series; |
| · | the dividend rate, or the method of calculating it; |
| · | the place where we will pay dividends; |
| · | the dates on which dividends will be payable; |
| · | the circumstances under which dividends may not be payable; |
| · | the restrictions applicable to the sale and delivery of the dollar preference shares; |
| · | whether and under what circumstances we will pay additional amounts on the dollar preference shares in the event of certain developments
with respect to withholding tax or information reporting laws; |
| · | any redemption, conversion or exchange provisions; |
| · | any listing on a securities exchange; and |
| · | any other rights, preferences, privileges, limitations and restrictions relating to the series. |
The prospectus supplement will also describe material
U.S. and U.K. tax considerations that apply to any particular series of dollar preference shares.
The dollar preference shares of any series will
rank junior as to dividends to any cumulative preference shares, equally as to dividends with any other non-cumulative preference shares,
any exchange preference shares and any sterling preference shares, equally as to repayment of capital on a winding-up or liquidation with
any other non-cumulative preference shares, any exchange preference shares, any sterling preference shares and any cumulative preference
shares and, unless the resolutions of our board of directors establishing any series of dollar preference shares specify otherwise and
the related prospectus supplement so states, will rank equally in all respects with the dollar preference shares of each other series
and any other of our shares which are expressed to rank equally with them. The preferential rights to dividends of the holders of the
cumulative preference shares are cumulative whereas the preferential rights to dividends of the holders of any series of dollar preference
shares, any series of exchange preference shares, any euro preference shares, and any sterling preference shares will be or are non-cumulative.
Holders of dollar preference shares will have no pre-emptive rights.
The dollar preference shares will rank in priority
to our ordinary shares as regards the right to receive dividends and rights to repayment of capital if we are wound up or liquidated,
whether or not voluntarily.
There are no restrictions under our Articles of
Association or under Scots law as currently in effect that limit the right of non-resident or foreign owners, as such, to acquire dollar
preference shares of any series freely or, when entitled to vote dollar preference shares of a particular series, to vote those dollar
preference shares. There are currently no English or Scots laws, decrees, or regulations that would prevent the remittance of dividends
or other payments on the dollar preference shares of any series to non-resident holders.
Dividends
Non-cumulative preferential dividends on each
series of dollar preference shares will be payable at the rate or rates and on the dates set out in the relevant prospectus supplement
and will accrue from their date of issue.
Pursuant to our Articles of Association, our board
of directors may resolve prior to the issue and allotment of any series of dollar preference shares that full dividends on such series
of dollar preference shares in respect of a particular dividend payment date will not be declared and paid if,
(i) in its sole and absolute discretion, the board of directors resolves prior to the relevant dividend payment date that such dividend
(or part thereof) shall not be paid or (ii) in the opinion of the board of directors, payment of a dividend would breach or cause a breach
of the capital adequacy requirements of the PRA that apply at that time to us and/or any of our subsidiaries, or subject to the next following
paragraph, our distributable profits, after the payment in full, or the setting aside of a sum to provide for the payment in full, of
all dividends stated to be payable on or before the relevant dividend payment date on the cumulative preference shares (and any arrears
of dividends thereon), are insufficient to cover the payment in full of dividends on that series of dollar preference shares and dividends
on any of our other preference shares stated to be payable on the same date as the dividends on that series and ranking equally as to
dividends with the dollar preference shares of that series. The U.K. Companies Act 2006 defines “distributable profits” as,
in general terms, and subject to adjustment, accumulated realized profits less accumulated realized losses.
Unless the applicable prospectus supplement states
otherwise, if dividends are to be paid but our distributable profits are, in the opinion of the board of directors, insufficient to enable
payment in full of dividends on any series of dollar preference shares on any dividend payment date and also the payment in full of all
other dividends stated to be payable on such date on any other non-cumulative preference shares and any of our other share capital expressed
to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover
the payment in full, of all dividends stated to be payable on or before such date on any cumulative preference share, then the board of
directors shall (subject always to sub-clauses (i) and (ii) of the preceding paragraph) declare and pay dividends to the extent of the
available distributable profits, (if any) on a pro rata basis so that (subject as aforesaid) the amount of dividends declared per share
on the dollar preference shares of the series and the dividends stated to be payable on such date on any other non-cumulative preference
shares and any of our other share capital expressed to rank pari passu therewith as regards distribution of profits will bear to
each other the same ratio that accrued dividends per share on the dollar preference shares of the series and other non-cumulative preference
shares, and any of our other share capital expressed to rank pari passu therewith as regards participation in profits, bear to
each other.
Dividends on the cumulative preference shares,
including any arrears, are payable in priority to any dividends on any series of dollar preference shares, and as a result, we may not
pay any dividend on any series of dollar preference shares unless we have declared and paid in full dividends on the cumulative preference
shares, including any arrears.
If we have not declared and paid in full the dividend
stated to be payable on any series of dollar preference shares on the most recent dividend payment date, or if we have not set aside a
sum to provide for payment in full, in either case for the reasons set out in sub-clause (ii) of the second paragraph of this section,
we may not declare or pay any dividends upon any of our other share capital (other than the cumulative preference shares) and we may not
set aside any sum to pay such dividends, unless, on the date of declaration, we set aside an amount equal to the dividend for the then-current
dividend period payable on that series of dollar preference shares to provide for the payment in full of the dividend on that series of
dollar preference shares on the next dividend payment date. If we have not declared and paid in full any dividend payable on any series
of dollar preference shares on any dividend payment date, or if we have not set aside a sum to provide for payment in full, in either
case for the reasons set out in sub-clause (ii) of the second paragraph of this section, we may not redeem, purchase or otherwise acquire
for any consideration any of our other share capital and may not set aside any sum or establish any sinking fund to redeem, purchase or
otherwise acquire them, until we have declared and paid in full dividends on that series of dollar preference shares in respect of successive
dividend periods singly or together aggregating no less than 12 months.
To the extent that any dividend on any dollar
preference share to which sub-clause (i) of the second paragraph of this section applies is, on any occasion, not declared and paid by
reason of the exercise of the board of directors’ discretion referred to in sub-clause (i) of the second paragraph of this section,
holders of such dollar preference shares shall have no claim in respect of such non-payment. In addition, such non-payment shall not prevent
or restrict (a) the declaration and payment of dividends on any other series of dollar preference shares or on any of our non-cumulative
preference shares expressed to rank pari passu with our dollar preference shares, (b) the setting aside of sums for the payment
of dividends referred to in (a), (c) except as set forth in the following paragraph, the redemption, purchase or other acquisition of
our shares by us, or (d) except as set forth in the following paragraph, the setting aside of sums, or the establishment of sinking funds,
for any such redemption, purchase or other acquisition by us.
If we have not declared and paid in full the dividend
stated to be payable on any series of dollar preference shares as a result of the board of directors’ discretion referred to in
sub-clause (i) of the second paragraph of this section, then we may not redeem, purchase or otherwise acquire for any consideration any
of our share capital ranking after such dollar preference shares, and may not set aside any sum nor establish any sinking fund for the
redemption, purchase or other acquisition thereof, until such time as we have declared and paid in full dividends on such series of dollar
preference shares in respect of successive dividend periods singly or together aggregating no less than 12 months. In addition, no dividend
may be declared or paid on any of our share capital ranking after such dollar preference shares as to dividends until such time as the
dividend stated to be payable on the dollar preference shares to which the discretion in sub-clause (i) of the second paragraph of this
section applies in respect of a dividend period has been declared and paid in full.
No series of dollar preference shares rank after
any other series of preference shares with which it is expressed to rank pari passu as regards participation in profits, by reason
only of the board of directors’ discretion referred to in sub-clause (i) of the second paragraph of this section, or any dividend
on that series not being paid by virtue of such discretion.
Dividends on the dollar preference shares of any
series will be non-cumulative. If the board of directors does not pay a dividend or any part of a dividend when due on a dividend payment
date in respect of any series of dollar preference shares because it is not required to do so, then holders of dollar preference shares
of the applicable series will have no claim in respect of the non-payment and we will have no obligation to pay the dividend accrued for
the dividend period or to pay any interest on the dividend, whether or not dividends on the dollar preference shares of the series are
declared for any future dividend period. The holders of the dollar preference shares of any series will have no right to participate in
our profits.
Any dividend which has remained unclaimed for
12 years from the date of declaration shall be forfeited and shall revert to us.
We will calculate the amount of dividends payable
on the dollar preference shares of any series for each dividend period using the method determined by the board of directors before the
shares are issued, except for any dividend period shorter than a full dividend period, for which the amount of dividend payable will be
calculated on the basis of twelve 30-day months, a 360-day year and the actual number of days elapsed in the period, unless the applicable
prospectus supplement states otherwise. Payments of less than $0.01 will be rounded upwards.
Dividends declared on the dollar preference shares
of any series will be payable to the Dollar Preference Share ADR depositary or the record holders as they appear on the register on the
appropriate record dates, which will be the number of days before the relevant dividend payment dates that the board of directors determines
before the allotment of the particular series. If applicable fiscal or other laws and regulations permit, each payment will be made, in
the case of dollar preference shares of any series in bearer form, by dollar check drawn on, or by transfer to a dollar account maintained
by the payee with, a bank in London or in The City of New York or, in the case of dollar preference shares of any series in registered
form, by dollar check drawn on a bank in London or in The City of New York and mailed to the record holder at the holder’s address
as it appears on the register for the dollar preference shares. If any date on which dividends are payable on the dollar preference shares
of any series is not a business day, then we will pay the dividend on the next business day, without any interest or other payment in
respect of the delay, unless it falls in the next calendar month, in which case we will make the payment on the preceding business day.
A “business day” is any day on which banks are open for business, and foreign exchange dealings may be conducted, in London
and The City of New York.
Liquidation Rights
If we are wound up or liquidated, whether or not
voluntarily, the holders of the dollar preference shares of each series will be entitled to receive out of our surplus assets available
for distribution to shareholders, after payment of arrears (if any) of dividends on the cumulative preference shares up to the date of
payment, equally with our cumulative preference shares, any other series of non-cumulative preference shares then outstanding, and all
of our other shares ranking equally with that series of dollar preference shares as regards participation in our surplus assets, a distribution
in U.S. dollars per dollar preference share equal to the liquidation value per share, together with an amount equal to dividends for the
then current dividend period accrued to the date of payment, before any distribution or payment may be made to holders of our ordinary
shares or any other class of our shares ranking after the dollar preference shares of that series. If the assets available for distribution
are insufficient to pay in full the
amounts payable with respect to the dollar preference shares of that
series and any of our other preference shares ranking equally as to any such distribution with those dollar preference shares, the holders
of those dollar preference shares and other preference shares will share ratably in any distribution of our surplus assets in proportion
to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidation distribution
to which they are entitled, the holders of the dollar preference shares will have no right or claim to any of our surplus assets and will
not be entitled to any further participation in surplus assets. If the holders of the dollar preference shares are entitled to any recovery
with respect to the dollar preference shares in any winding-up or liquidation, they might not be entitled in such proceedings to a recovery
in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Optional Redemption
Unless the relevant prospectus supplement specifies
otherwise, we may redeem the dollar preference shares of each series, at our option, in whole or in part from time to time, on any date
no earlier than five years and one day after they are issued, in accordance with the notice period and at the redemption prices set forth
in the prospectus supplement plus the dividends otherwise payable for the then-current dividend period accrued to the redemption date.
Each notice of redemption will specify:
| · | the particular dollar preference shares of the series to be redeemed; |
| · | the redemption price, specifying the amount of the accrued but unpaid dividend per share to be included and stating that dividends
shall cease to accrue on redemption; and |
| · | the place or places where holders may surrender documents of title and obtain payment of the redemption price. |
Our Articles of Association provide that no defect
in the notice of redemption or in the giving of the notice will affect the validity of the redemption proceedings.
If fewer than all of the outstanding dollar preference
shares of a series are to be redeemed, our Articles of Association provide that, for the purposes of determining the particular dollar
preference shares to be redeemed, we shall cause a drawing to be made in the presence of our independent auditors.
If certain limitations contained in our Articles
of Association, the special rights of any of our shares, and the provisions of applicable law permit (including, without limitation, the
U.S. federal securities laws), we may, at any time or from time to time, purchase outstanding dollar preference shares of any series by
tender in the open market, or by private agreement, in each case upon the terms and conditions that the board of directors shall determine.
Any dollar preference shares of any series that we purchase for our own account will pursuant to applicable law be treated as cancelled
and will no longer be issued and outstanding.
Under existing PRA requirements, we may not redeem
or purchase any dollar preference shares unless we give prior notice to the PRA and, in certain circumstances, it (i) consents in advance
and (ii) at the time when the notice of redemption is given and immediately following such redemption, we are or will be (as the case
may be) in compliance with our capital adequacy requirements as provided in the regulations relating to capital adequacy then in effect
of the PRA. The PRA may impose conditions on any redemption or purchase.
Voting Rights
The holders of the dollar preference shares of
any series will not be entitled to receive notice of, attend or vote at any general meeting of our shareholders except as provided by
applicable law or as described below.
If any resolution is proposed for adoption by
our shareholders varying or abrogating any of the rights attaching to the dollar preference shares of a particular series or proposing
that we be wound up, the holders of the outstanding dollar preference shares will be entitled to receive notice of and to attend the general
meeting of shareholders at which the resolution is to be proposed and will be entitled to speak and vote on that resolution, but not on
any other
resolution. In addition, if, before any general meeting of shareholders,
we have failed to pay in full the dividend payable on the dollar preference shares of a particular series for a number of dividend periods
specified in the relevant prospectus supplement, the holders of the dollar preference shares of that series shall be entitled to receive
notice of, attend, speak and vote at that meeting on all matters. In these circumstances only, the rights of the holders of dollar preference
shares of that series to vote shall continue until we have resumed the payment in full of dividends on the dollar preference shares of
that series for the number of dividend periods specified in the prospectus supplement. Holders of any series of dollar preference shares
shall be entitled to receive notice of, attend, speak and vote at general meetings in other circumstances if the board of directors determines,
as specified in the prospectus supplement.
Whenever holders of dollar preference shares are
entitled to vote at a general meeting of shareholders, on a show of hands each holder present in person, and each proxy for a holder,
shall have one vote and on a poll each holder present in person or by proxy shall have the number of votes for each dollar preference
share of the relevant series that the board of directors determines, as specified in the relevant prospectus supplement.
Our Articles of Association provide that all resolutions
shall be decided on a show of hands unless, either before or on the declaration of the result of the vote taken on a show of hands, a
poll is demanded by:
| · | the chairman of the meeting; |
| · | not less than three shareholders present in person or by proxy; |
| · | the Dollar Preference Share ADR depositary; |
| · | a shareholder or shareholders, including holders of any series of dollar preference shares entitled to vote on the resolution, present
in person or by proxy who represent at least 10% of the total voting rights of all shareholders entitled to vote on the resolution; or |
| · | a shareholder or shareholders present in person or by proxy and holding shares conferring a right to vote at the meeting on which
an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all shares conferring that right. |
The holders, including holders of any series of
dollar preference shares at a time when they have voting rights as a result of our having failed to pay dividends on the series for the
number of dividend periods specified in the applicable prospectus supplement, of not less than 10% of the paid up capital that at the
relevant date carries the right of voting at our general meetings are entitled to require our board of directors to convene a general
meeting. In addition, the holders of any series of dollar preference shares may have the right to vote separately as a class in certain
circumstances as described below under the heading “–Variation of Rights”.
At September 30, 2024, we had 8,593,749,917 ordinary
shares outstanding, including 288,594,075 ordinary shares held in treasury.
Form
The dollar preference shares of any series will,
when issued, be fully paid and, as such, will not be subject to a call for any additional payment. For each dollar preference share of
each series issued, an amount equal to its nominal value will be credited to our issued share capital account and an amount equal to the
difference between its issue price and its nominal value will be credited to our share premium account.
The dollar preference shares of each series will
be represented by a single certificate. If in registered form, the certificate will be issued to the Dollar Preference Share ADR depositary
and if in bearer form the certificate will be deposited with the Dollar Preference Share ADR depositary under the Dollar Preference Share
ADR deposit agreement. We may consider the Dollar Preference Share ADR depositary to be the holder and absolute owner of any series of
dollar preference shares represented by the certificate so deposited for all purposes. Unless the relevant prospectus supplement specifies
otherwise, dollar preference shares of any series withdrawn from deposit under the Dollar Preference Share ADR deposit agreement will
be evidenced by share certificates in registered form without dividend coupons. If a Dollar Preference Share ADR holder elects to receive
share certificates in registered form, the share certificates will be delivered at the time of withdrawal. Unless the prospectus supplement
specifies otherwise, the dollar preference shares of any series may not be withdrawn from deposit in bearer form.
Title to dollar preference shares of any series
in registered form will pass by transfer and registration on the register for the dollar preference shares of the series. Title to dollar
preference shares of any series in bearer form, or to any dividend coupons appertaining to them, will pass by delivery of the relevant
bearer share warrants or dividend coupons. If our Articles of Association and the limitations described in the following paragraph and
in any relevant prospectus supplement permit, dollar preference shares of a particular series in bearer form will be exchangeable for
the same number of dollar preference shares of the series in registered form upon surrender of the relevant bearer share warrants and
all unmatured dividend coupons, if any, appertaining to them. Unless the prospectus supplement specifies otherwise, dollar preference
shares of any series in registered form will not be exchangeable, in whole or in part, for dollar preference shares of such series in
bearer form.
Each exchange or registration of transfer of dollar
preference shares of any series in registered form will be effected by entry on the register for the dollar preference shares of the series
kept by our registrar at its office in the United Kingdom. Any exchange or registration of transfer will be effected without charge to
the person requesting the exchange or registration, but the requesting person will be required to pay any related taxes, stamp duties
or other governmental charges. The exchange of dollar preference shares of any series in bearer form for the dollar preference shares
of such series in registered form will also be subject to applicable U.K. tax laws and regulations in effect at the time of the exchange.
No exchange will be made unless any resulting taxes, stamp duties or other governmental charges have been paid to us.
Variation of Rights
If applicable law permits, the rights attached
to any series of dollar preference shares may be varied or abrogated only with the written consent of the holders of 75% of the issued
dollar preference shares of that series or with the sanction of a special resolution passed at a separate class meeting of the holders
of the outstanding dollar preference shares of that series. A special resolution will be adopted if passed by a majority of 75% of those
holders voting in person or by proxy at the meeting. The quorum required for any such class meeting will be two persons holding or representing
by proxy at least one-third in nominal amount of the outstanding dollar preference shares of the particular series affected, except at
any adjourned meeting, where any two holders present in person or by proxy will constitute a quorum.
The written consent of the holders of 75% of the
issued dollar preference shares of a particular series or the sanction of a special resolution passed at a separate class meeting of holders
of the outstanding dollar preference shares of the series will be required if our directors propose to authorize, create or increase the
amount of any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in our
profits or assets, other than if we redeem or purchase the shares, in priority to the series of dollar preference shares.
If we have paid the most recent dividend payable
on the dollar preference shares of a particular series in full, the rights attached to that series will not be deemed to be varied by
the creation or issue of any further series of dollar preference shares or of any sterling preference shares or of any other further shares
ranking equally as regards participation in our profits or assets with or junior to the dollar preference shares of that series, whether
carrying identical rights or different rights in any respect, including as to dividend, premium on a return of capital, redemption or
conversion or denominated in dollars or any other currency.
Notices of Meetings
We will cause a notice of any meeting at which
holders of dollar preference shares of a particular series are entitled to vote to be mailed to each record holder of dollar preference
shares of that series. Each such notice will state:
| · | the date of the meeting; |
| · | a description of any resolution to be proposed for adoption at the meeting on which those holders are entitled to vote; and |
| · | instructions for the delivery of proxies. |
A holder of dollar preference shares of any series
in registered form who is not registered with an address in the United Kingdom and who has not supplied an address within the United Kingdom
to us for the purpose of service of notices is not entitled to receive notices of meetings. For a description of notices that we will
give to the Dollar
Preference Share ADR depositary and that the Dollar Preference Share
ADR depositary will give to Dollar Preference Share ADR holders, you should see “Where You Can Find More Information”.
Governing Law
The creation and issuance of the dollar preference
shares of any series and the rights attached to them shall be governed by and construed in accordance with Scots law.
Registrar and Paying Agent
The relevant prospectus supplement will specify
who will act as registrar and paying agent for the dollar preference shares of each series.
DESCRIPTION OF
DOLLAR PREFERENCE SHARE AMERICAN DEPOSITARY SHARES
The following is a summary of the general terms
and provisions of the Dollar Preference Share ADR deposit agreement under which the Dollar Preference Share ADRs may be issued. The Dollar
Preference Share ADR deposit agreement is among us, The Bank of New York Mellon, as depositary, and all holders from time to time of Dollar
Preference Share ADRs issued under it. This summary does not purport to be complete. You should read the Dollar Preference Share ADR deposit
agreement, which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. You may also
read the Dollar Preference Share ADR deposit agreement at the principal offices of The Bank of New York Mellon in The City of New York
and London.
American Depositary Receipts
Dollar Preference Share ADRs will evidence American
depositary shares (“Dollar Preference Share ADSs”) of a particular series, which will represent dollar preference shares of
a corresponding series. Unless the relevant prospectus supplement specifies otherwise, each Dollar Preference Share ADS will represent
one dollar preference share, or evidence of rights to secure one dollar preference share, deposited with the Dollar Preference Share ADR
depositary or the London branch of The Bank of New York Mellon, as custodian. A Dollar Preference Share ADR may evidence any number of
Dollar Preference Share ADSs of the corresponding series.
Deposit and Withdrawal of Deposited Securities
Upon receipt of dollar preference shares of a
particular series or evidence of rights to receive dollar preference shares, and subject to the terms of the Dollar Preference Share ADR
deposit agreement, the Dollar Preference Share ADR depositary will execute and deliver at its principal office, which is presently located
at 240 Greenwich Street, New York, NY 10286, to the person or persons specified by the depositor in writing upon payment of the fees,
charges and taxes provided in the Dollar Preference Share ADR deposit agreement, a Dollar Preference Share ADR or Dollar Preference Share
ADRs registered in the name of that person or persons evidencing the number of Dollar Preference Share ADSs of the series corresponding
to the dollar preference shares of that series.
Upon surrender of Dollar Preference Share ADRs
at the principal office of the Dollar Preference Share ADR depositary and upon payment of the taxes, charges and fees provided in the
Dollar Preference Share ADR deposit agreement and subject to the terms of the Dollar Preference Share ADR deposit agreement, a Dollar
Preference Share ADR holder is entitled to delivery to or upon its order, at the principal office of the Dollar Preference Share ADR depositary
or at the office of the custodian in London, of dollar preference shares of the relevant series in registered form in respect of the deposited
dollar preference shares and any other documents of title evidenced by the surrendered Dollar Preference Share ADRs. The forwarding of
share certificates and other documents of title for delivery at the principal office of the Dollar Preference Share ADR depositary will
be at the risk and expense of the Dollar Preference Share ADR holder.
Dividends and Other Distributions
The Dollar Preference Share ADR depositary will
distribute all cash dividends or other cash distributions that it receives in respect of deposited dollar preference shares of a particular
series to Dollar Preference Share ADR holders in proportion to their holdings of Dollar Preference Share ADSs of the series representing
the dollar preference shares. The cash amount distributed will be reduced by any amounts that we or the Dollar Preference Share ADR depositary
must withhold on account of taxes.
If we make any distribution other than in cash
in respect of any deposited dollar preference shares of a particular series, the Dollar Preference Share ADR depositary will distribute
the property received by it to Dollar Preference Share ADR holders in proportion to their holdings of Dollar Preference Share ADSs of
the series representing the dollar preference shares. If a distribution that we make in respect of deposited dollar preference shares
of a particular series consists of a dividend in, or free distribution of, dollar preference shares of that series, the Dollar Preference
Share ADR depositary may, if we approve, and will, if we request, distribute to Dollar Preference Share ADR holders, in proportion to
their holdings of Dollar Preference Share ADSs of the series representing the dollar preference shares, additional Dollar Preference Share
ADRs for an aggregate number of Dollar Preference Share ADSs of that series received as the dividend or free distribution. If the Dollar
Preference Share ADR depositary does not distribute additional Dollar Preference Share ADRs, each Dollar Preference Share ADS of that
series will from then also represent the additional dollar preference shares of the corresponding series distributed in respect of the
deposited dollar preference shares before the dividend or free distribution.
If the Dollar Preference Share ADR depositary
determines that any distribution in property, other than cash or dollar preference shares of a particular series, cannot be made proportionately
among Dollar Preference Share ADR holders or if for any other reason, including any requirement that we or the Dollar Preference Share
ADR depositary withhold an amount on account of taxes, the Dollar Preference Share ADR depositary deems that such a distribution is not
feasible, the Dollar Preference Share ADR depositary may dispose of all or a portion of the property in the amounts and in the manner,
including by public or private sale, that it deems equitable and practicable, and it will distribute the net proceeds of any such sale
or the balance of any such property after deduction of any taxes that we or the Dollar Preference Share ADR depositary must withhold to
Dollar Preference Share ADR holders as in the case of a distribution received in cash.
Redemption of Dollar Preference Share ADSs
If we redeem any dollar preference shares of a
particular series, the Dollar Preference Share ADR depositary will redeem, from the amounts that it receives from the redemption of deposited
dollar preference shares, a number of Dollar Preference Share ADSs of the series representing those dollar preference shares which corresponds
to the number of deposited dollar preference shares. The Dollar Preference Share ADS redemption price will correspond to the redemption
price per share payable with respect to the redeemed dollar preference shares. If we redeem less than all of the outstanding dollar preference
shares of a particular series, the Dollar Preference Share ADR depositary will select the Dollar Preference Share ADSs of the corresponding
series to be redeemed, either by lot or in proportion to the number of dollar preference shares represented. We must give our notice of
redemption in respect of the dollar preference shares of a particular series to the Dollar Preference Share ADR depositary before the
redemption date and the Dollar Preference Share ADR depositary will promptly deliver the notice to all holders of Dollar Preference Share
ADRs of the corresponding series.
Record Dates
Whenever any dividend or other distribution becomes
payable or shall be made in respect of dollar preference shares of a particular series, or any dollar preference shares of a particular
series are to be redeemed, or the Dollar Preference Share ADR depositary receives notice of any meeting at which holders of dollar preference
shares of a particular series are entitled to vote, the Dollar Preference Share ADR depositary will fix a record date for the determination
of the Dollar Preference Share ADR holders who are entitled to receive the dividend, distribution, amount in respect of redemption of
Dollar Preference Share ADSs of the corresponding series, or the net proceeds of their sale, or to give instructions for the exercise
of voting rights at the meeting, subject to the provisions of the Dollar Preference Share ADR deposit agreement. Such record date will
be as close in time as practicable to the record date for the dollar preference shares.
Voting of the Underlying Deposited Securities
Upon receipt of notice of any meeting at which
holders of dollar preference shares of a particular series are entitled to vote, the Dollar Preference Share ADR depositary will, as soon
as practicable thereafter, send to the record holders of Dollar Preference Share ADRs of the corresponding series a notice which shall
contain:
| · | summary of the notice of meeting; |
| · | a statement that the record holders of Dollar Preference Share ADRs at the close of business on a specified record date are entitled
under the Dollar Preference Share ADR deposit agreement, if applicable laws and regulations and our Articles of Association permit, to
instruct the Dollar Preference Share ADR depositary as to the exercise of the voting rights pertaining to the dollar preference shares
of the series represented by their Dollar Preference Share ADSs; and |
| · | a brief statement of how they may give instructions, including an express indication that they may instruct the Dollar Preference
Share ADR depositary to give a discretionary proxy to a designated member or members of our board of directors. |
The Dollar Preference Share ADR depositary has
agreed that it will try, if practicable, to vote or cause to be voted the dollar preference shares in accordance with any written nondiscretionary
instructions of record holders of Dollar Preference Share ADRs that it receives on or before the date set by the Dollar Preference Share
ADR depositary. The Dollar Preference Share ADR depositary has agreed not to vote the dollar preference shares except in accordance with
written instructions from the record holders of Dollar Preference Share ADRs.
Inspection of Transfer Books
The Dollar Preference Share ADR depositary will
keep books, at its transfer office in The City of New York, for the registration and transfer of Dollar Preference Share ADRs that at
all reasonable times will be open for inspection by Dollar Preference Share ADR holders. However, this inspection may not be for the purpose
of communicating with Dollar Preference Share ADR holders in the interest of a business or object other than our business or a matter
related to the Dollar Preference Share ADR deposit agreement or the Dollar Preference Share ADRs.
Reports and Notices
The Dollar Preference Share ADR depositary will
make available at its principal office for inspection by Dollar Preference Share ADR holders any reports and communications received from
us that are both received by the Dollar Preference Share ADR depositary as the holder of dollar preference shares of the applicable corresponding
series and made generally available to the holders of those dollar preference shares by us, including our annual report and accounts.
The Dollar Preference Share ADR depositary will also send copies of those reports to Dollar Preference Share ADR holders when furnished
by us as provided in the Dollar Preference Share ADR deposit agreement.
On or before the first date on which we give notice,
by publication or otherwise, of any meeting at which holders of the dollar preference shares of a particular series are entitled to vote,
or of any reconvening of any such adjourned meeting of holders, or of the taking of any action in respect of any cash or other distributions
on or any redemption of dollar preference shares of a particular series, we shall transmit to the Dollar Preference Share ADR depositary
a copy of the notice in the form given or to be given to holders of the dollar preference shares. The Dollar Preference Share ADR depositary
will, at our expense, arrange for the prompt transmittal by the custodian to the Dollar Preference Share ADR depositary of such notices,
and, if we request in writing, arrange for the mailing, at our expense, of copies to all holders of Dollar Preference Share ADRs evidencing
Dollar Preference Share ADSs of the corresponding series.
Amendment and Termination of the Dollar Preference Share ADR Deposit
Agreement
The form of the Dollar Preference Share ADRs evidencing
Dollar Preference Share ADSs of a particular series and any provisions of the Dollar Preference Share ADR deposit agreement relating to
those Dollar Preference Share ADRs may at any time and from time to time be amended by agreement between us and the Dollar Preference
Share ADR depositary in any respect which we may deem necessary or desirable. Any amendment that imposes or increases any fees or charges,
other than taxes and other governmental charges, or that otherwise prejudices any substantial existing right of holders of outstanding
Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series, will not take effect as to any Dollar Preference
Share ADRs until 30 days after notice of the amendment has been given to the record holders of those Dollar Preference Share ADRs. Every
holder of any Dollar Preference Share ADR at the time an amendment becomes effective, if it has been given notice, will be deemed by continuing
to hold the Dollar Preference Share ADR to consent and agree to the amendment and to be bound by the Dollar Preference Share ADR deposit
agreement or the Dollar Preference Share ADR as amended. In no event may any amendment impair the right of any holder of Dollar Preference
Share ADRs to surrender Dollar Preference Share ADRs and receive in return the dollar preference shares of the corresponding series and
other property represented by the Dollar Preference Share ADRs.
Whenever we direct, the Dollar Preference Share
ADR depositary has agreed to terminate the Dollar Preference Share ADR deposit agreement as to dollar preference shares of any and all
series and the deposited securities, Dollar Preference Share ADSs and Dollar Preference Share ADRs of all corresponding series by mailing
a termination notice to the record holders of all those outstanding Dollar Preference Share ADRs at least 30 days before the date fixed
in the notice for termination. The Dollar Preference Share ADR depositary may likewise terminate the Dollar Preference Share ADR deposit
agreement as to dollar preference shares of any and all series and the deposited securities, Dollar Preference Share ADSs and Dollar Preference
Share ADRs of all corresponding series by mailing a termination notice to us and the record holders of all those outstanding Dollar Preference
Share ADRs at any time 60 days after it has delivered to us a written notice of its election to resign, if a successor depositary has
not been appointed and accepted its appointment as provided in the Dollar Preference Share ADR deposit agreement. If any Dollar Preference
Share ADRs evidencing Dollar Preference Share ADSs of a particular series remain outstanding after the date of any termination, the Dollar
Preference Share ADR depositary will then discontinue the registration
of transfers of those Dollar Preference Share ADRs, will suspend the
distribution of dividends to holders and will not give any further notices or perform any further acts under the Dollar Preference Share
ADR deposit agreement with respect to those Dollar Preference Share ADRs, except that it will continue to collect dividends and other
distributions pertaining to the dollar preference shares of the corresponding series and any other property represented by those Dollar
Preference Share ADRs, and will continue the delivery of dollar preference shares of the corresponding series, together with any dividends
or other distributions received with respect to them and the net proceeds of the sale of any property, in exchange for Dollar Preference
Share ADRs surrendered to it. At any time after two years from the date of termination of the Dollar Preference Share ADR deposit agreement
as to Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series, the Dollar Preference Share ADR depositary
may sell the dollar preference shares of the corresponding series and any other property represented by those Dollar Preference Share
ADRs and may hold the net proceeds, together with any other cash then held by it under the Dollar Preference Share ADR deposit agreement
in respect of those Dollar Preference Share ADRs, without liability for interest, for the ratable benefit of the holders of Dollar Preference
Share ADRs that have not previously been surrendered.
Charges of Dollar Preference Share ADR Depositary
The Dollar Preference Share ADR depositary will
charge the party to whom it delivers Dollar Preference Share ADRs against deposits, and the party surrendering Dollar Preference Share
ADRs for delivery of dollar preference shares of a particular series or other deposited securities, property and cash, $5 for each 100,
or fraction of 100, ADSs evidenced by the Dollar Preference Share ADRs issued or surrendered. We will pay all other charges of the Dollar
Preference Share ADR depositary and those of any registrar, co-transfer agent and co-registrar under the Dollar Preference Share ADR deposit
agreement, but, unless the relevant prospectus supplement with respect to a particular series of dollar preference shares or securities
convertible into or exchangeable for dollar preference shares of any series states otherwise, we will not pay:
| · | taxes, including U.K. stamp duty or U.K. stamp duty reserve tax, and other governmental charges; |
| · | any applicable share transfer or registration fees on deposits or withdrawals of dollar preference shares; |
| · | cable, telex, facsimile transmission and delivery charges which the Dollar Preference Share ADR deposit agreement provides are at
the expense of the holders of Dollar Preference Share ADRs or persons depositing or withdrawing dollar preference shares of any series;
or |
| · | expenses incurred or paid by the Dollar Preference Share ADR depositary in any conversion of foreign currency into dollars. |
You will be responsible for any taxes or other
governmental charges payable on your Dollar Preference Share ADRs or on the deposited securities underlying your Dollar Preference Share
ADRs (including U.K. stamp duty or U.K. stamp duty reserve tax, but not stamp duty reserve tax arising on issue of the securities underlying
your Dollar Preference Share ADRs). The Dollar Preference Share ADR depositary may refuse to transfer your Dollar Preference Share ADRs
or allow you to withdraw the deposited securities underlying your Dollar Preference Share ADRs until such taxes or other charges are paid.
The Dollar Preference Share ADR depositary may withhold any dividends or other distributions, or may sell for the account of the holder
any part or all of the deposited securities evidenced by the Dollar Preference Share ADR, and may apply dividends or other distributions
or the proceeds of any sale in payment of the tax or other governmental charge, with the Dollar Preference Share ADR holder remaining
liable for any deficiency.
General
Neither the Dollar Preference Share ADR depositary
nor we will be liable to Dollar Preference Share ADR holders if prevented or forbidden or delayed by any present or future law of any
country or by any governmental authority, or by reason of any provision, present or future, of our Memorandum or Articles of Association,
or any act of God or war or other circumstances beyond our control in performing our obligations under the Dollar Preference Share ADR
deposit agreement. The obligations of both of us under the Dollar Preference Share ADR deposit agreement are expressly limited to performing
our duties without gross negligence or bad faith.
If any Dollar Preference Share ADSs of a particular
series are listed on one or more stock exchanges in the United States, the Dollar Preference Share ADR depositary will act as registrar
or, if we request or with our approval, appoint a registrar or one or more co-registrars, for registration of the Dollar Preference Share
ADRs evidencing the Dollar Preference Share ADSs in accordance with any exchange requirements. The registrars or co-registrars may be
removed and a substitute or substitutes appointed by the Dollar Preference Share ADR depositary if we request or with our approval.
The Dollar Preference Share ADRs evidencing Dollar
Preference Share ADSs of any series are transferable on the books of the Dollar Preference Share ADR depositary. However, the Dollar Preference
Share ADR depositary may close the transfer books as to Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular
series at any time or from time to time when it deems it expedient to do so in connection with the performance of its duties or if we
request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Dollar
Preference Share ADR evidencing Dollar Preference Share ADSs of a particular series, or transfer and withdrawal of dollar preference shares
of the corresponding series, the Dollar Preference Share ADR depositary or the custodian may require the person presenting the Dollar
Preference Share ADR or depositing the dollar preference shares to pay a sum sufficient to reimburse it for any related tax or other governmental
charge and any share transfer or registration fee and any applicable fees payable as provided in the Dollar Preference Share ADR deposit
agreement, and the Dollar Preference Share ADR depositary may withhold any dividends or other distributions, or may sell for the account
of the holder any part or all of the dollar preference shares evidenced by the Dollar Preference Share ADR, and may apply dividends or
other distributions or the proceeds of any sale in payment of the tax or other governmental charge, with the Dollar Preference Share ADR
holder remaining liable for any deficiency. Any person presenting dollar preference shares of any series for deposit or any holder of
a Dollar Preference Share ADR may be required from time to time to furnish the Dollar Preference Share ADR depositary or the custodian
with proof of citizenship or residence, exchange control approval, information relating to the registration on our books or registers
or those maintained for us by the registrar for the dollar preference shares of that series, or other information, to execute certificates
and to make representations and warranties that the Dollar Preference Share ADR depositary or the custodian deems necessary or proper.
Until those requirements have been satisfied, the Dollar Preference Share ADR depositary may withhold the delivery or registration of
transfer of any Dollar Preference Share ADR or the distribution of any dividend or other distribution or proceeds of any sale or distribution.
The delivery, transfer and surrender of Dollar Preference Share ADRs of any series generally may be suspended during any period when the
transfer books of the Dollar Preference Share ADR depositary are closed or if we or the Dollar Preference Share ADR depositary deem necessary
or advisable at any time or from time to time because of any requirement of law or of any government or governmental authority, body or
commission, or under any provision of the Dollar Preference Share ADR deposit agreement or for any other reason, subject to the provisions
of the following sentence. The surrender of outstanding Dollar Preference Share ADRs of any series and withdrawal of deposited securities
may only be suspended as a result of:
| · | temporary delays caused by closing our transfer books or those of the Dollar Preference Share ADR depositary or the deposit of dollar
preference shares of the corresponding series in connection with voting at a shareholders’ meeting or the payment of dividends; |
| · | the non-payment of fees, taxes and similar charges; and |
| · | compliance with any U.S. or foreign laws or governmental regulations relating to the Dollar Preference Share ADRs of the series or
to the withdrawal of the deposited securities. |
The Dollar Preference Share ADR deposit agreement
and the Dollar Preference Share ADRs are governed by and construed in accordance with New York law.
DESCRIPTION OF
CONTINGENT CONVERTIBLE SECURITIES
The following is a summary of the general terms
that will apply to any contingent convertible securities that may be offered by us.
Each time that we issue contingent convertible
securities, we will file a prospectus supplement with the SEC, which you should read carefully. The prospectus supplement will summarize
specific terms of your security and may contain additional terms of those contingent convertible securities to those described in this
prospectus or terms that differ from those described in this prospectus. The terms presented here, together with the terms contained in
the prospectus supplement, will be a description of the material terms of the contingent convertible securities, but if there is any inconsistency
between the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace
those presented here. Therefore, the statements we make below in this section may not apply to your contingent convertible security. Contingent
convertible securities will be issued by us under an indenture. The indenture is a contract between us and The Bank of New York Mellon,
as trustee. The indenture does not limit our ability to incur additional indebtedness, including the issuance of further contingent convertible
securities. You should also read the indenture and any related supplemental indenture establishing such contingent convertible securities,
which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.
The summary below does not describe every aspect
of the indenture or the contingent convertible securities and is subject to and qualified in its entirety by reference to all the provisions
of the indenture.
General
Contingent convertible securities means our subordinated
convertible debt securities mandatorily convertible into our ordinary shares on the occurrence of certain events. The contingent convertible
securities are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government
agency of the United States or the United Kingdom.
We may issue contingent convertible securities
in one or more series. The relevant prospectus supplement for any particular series of contingent convertible securities will describe
the terms of the offered contingent convertible securities, including some or all of the following terms:
| · | the specific designation, authorized denomination and aggregate principal amount of the contingent convertible securities; |
| · | whether such contingent convertible securities will be dated contingent convertible securities with a specified maturity date or undated
contingent convertible securities with no specified maturity date; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can be deferred or cancelled, whether the payment of principal can be deferred and the subordination
terms; |
| · | the price or prices at which they will be issued; |
| · | the terms on which the contingent convertible securities may or are required to convert into ordinary shares of NatWest Group plc
and any specific terms relating to the conversion or exchange feature, including upon the occurrence of certain events relating to our
financial condition; |
| · | whether payments are subject to certain conditions that relate to our financial condition, including our capital ratios; |
| · | the times and places at which any interest payments are payable; |
| · | the terms and conditions of any mandatory or optional redemption, including the amount of any premium; |
| · | any modifications or additions to the events of default with respect to the contingent convertible securities offered; |
| · | the terms and conditions, if any, under which we may elect to substitute or vary the terms of the contingent convertible securities; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | any index used to determine the amount of any payments on the contingent convertible securities; |
| · | any restrictions that apply to the offer, sale and delivery of the contingent convertible securities; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the contingent
convertible securities following certain developments with respect to withholding tax or information reporting laws and whether, and on
what terms, if other than those described in this prospectus, we may redeem the contingent convertible securities following those developments;
and |
| · | any listing on a securities exchange. |
In addition, the prospectus supplement will describe
the material U.S. federal and U.K. tax considerations that apply to any particular series of contingent convertible securities.
Contingent convertible securities may bear interest
at a fixed rate, a floating rate or a combination thereof. We may sell any contingent convertible securities that bear no interest, or
that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal
amount.
Holders of contingent convertible securities shall
have no voting rights except those described under the heading “–Modification and Waiver” below, unless and until such
contingent convertible securities are converted into our ordinary shares, in which case holders will have the voting rights described
under “Description of Ordinary Shares–Share Capital–Voting Rights”.
If we issue subordinated contingent convertible
securities that qualify as Additional Tier 1 or Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption,
events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.
Payments
We will make any payments of interest and principal,
on any particular series of contingent convertible securities on the dates and, in the case of payments of interest, at the rate or rates,
that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement. The relevant
prospectus supplement may provide that we are not obligated to make payments of principal or interest on any scheduled payment date, that
interest payments may be cancelled or deemed cancelled, in whole or in part, and that any such cancellation or deemed cancellation will
not create a default or an event of default under the contingent convertible securities indenture.
Subordination
Each contingent convertible security will constitute
our direct, unsecured and subordinated obligations, ranking equally without any preference among themselves. The rights and claims of
the holders of any series of contingent convertible securities will be subordinated as described in the relevant prospectus supplement
with respect to such series. The relevant prospectus supplement will set forth the nature of the subordinated ranking of each series of
contingent convertible securities relative to the debt and equity issued by us, including to what extent the contingent convertible securities
may rank junior in right of payment to our other obligations or in any other manner.
Redemption
Any terms of the redemption of any series of contingent
convertible securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence
of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.
Events of Default; Limitation of Remedies
Events of Default
The relevant prospectus supplement with respect
to any series of contingent convertible securities shall set out what events, if any, shall be considered Events of Defaults and what
remedies, if any, that may be available to holders. The indenture permits the issuance of contingent convertible securities in one or
more series and whether an Event of Default, if applicable, has occurred is determined on a series-by-series basis.
If an Event of Default provided for in a supplemental
indenture for any series of contingent convertible securities, occurs and is continuing, the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding contingent convertible securities of each series may declare the principal amount, together
with accrued interest (if any) and Additional Amounts (if any), payable on such contingent convertible securities, of all the contingent
convertible securities of that series to be due and payable immediately, by a notice in writing to us, and upon such declaration such
amount shall become immediately due and payable. However, after this declaration but before the trustee obtains a judgment or decree for
payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding contingent convertible securities
of the series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied or
waived and all payments due, other than those due as a result of acceleration, have been made.
Unless the relevant prospectus supplement provides
otherwise, by accepting a contingent convertible security, each holder and the trustee (acting on behalf of the holders) will be deemed
to have waived any right of set-off, counterclaim or combination of accounts with respect to the contingent convertible security or the
indenture (or between our obligations under or in respect of any contingent convertible security and any liability owed by a holder to
us) that they (or the trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up.
Events of Default - General
The holder or holders of not less than a majority
in aggregate principal amount of the outstanding contingent convertible securities of any series may waive any past Event of Default with
respect to the series, except an Event of Default in respect of the payment of interest, if any, or principal of (or premium, if any)
or payments on any contingent convertible security or a covenant or provision of the indenture which cannot be modified or amended without
the consent of the holder of each contingent convertible securities of such series.
Upon any such waiver, such Event of Default will
cease to exist, and any such Event of Default with respect to any series arising therefrom will be deemed to have been cured and not to
have occurred; provided that no such waiver will extend to any subsequent or other Event of Default or impair any right consequent thereon.
Subject to the indenture provisions for the indemnification
of the trustee and the provisions of any supplemental indenture establishing any series of contingent convertible securities, the holder
or holders of a majority in aggregate principal amount of the outstanding contingent convertible securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the indenture
and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any contingent convertible
securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent
with that direction.
The indenture provides that the trustee will,
within 90 days after the occurrence of an Event of Default with respect to the contingent convertible securities of any series, give to
each holder of the contingent convertible securities of the affected series notice of the Event of Default known to it, unless the Event
of Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that
withholding notice is in the interest of the holders.
We are required to furnish to the trustee annually
a statement as to our compliance with all conditions and covenants under the indenture.
Additional Amounts
Unless otherwise specified in the relevant prospectus
supplement, all amounts of principal, premium, if any, and interest, if any, on any series of contingent convertible securities will be
paid by us without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on
behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K.
Taxing Jurisdiction”), unless such deduction or withholding is required by law.
Unless otherwise specified in the relevant prospectus
supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at
any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts in respect of, payments of the principal amount
of, premium, if any, and interest, if any, on any series of contingent convertible securities (“Additional Amounts”) as may
be necessary in order that the net amounts paid to the holders of the contingent convertible securities, after such deduction or withholding,
shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such
contingent convertible securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply
to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:
(i) the holder or the beneficial owner
of the contingent convertible security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment
or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the
mere holding or ownership of a contingent convertible security, or the collection of any payment of (or in respect of) principal of, premium,
if any, or interest, if any, on any contingent convertible security of the relevant series,
(ii) except in the case of a winding-up
of us in the United Kingdom, the relevant contingent convertible security is presented (where presentation is required) for payment in
the United Kingdom,
(iii) the relevant contingent convertible
security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided
for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amount on presenting (where
presentation is required) the contingent convertible security for payment at the close of such 30 day period,
(iv) the holder or the beneficial owner
of the relevant contingent convertible security or the beneficial owner of any payment of (or in respect of) principal of, premium, if
any, or interest, if any, on such contingent convertible security failed to comply with a request by us or our liquidator or other authorized
person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial
owner or (y) to make any declaration or other similar claim, which in the case of (x) or (y), is required or imposed by a statute, treaty,
regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such
deduction or withholding,
(v) the withholding or deduction is
required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the
U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations
or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or
other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, or
(vi) any combination of subclauses
(i) through (v) above,
nor shall Additional Amounts be paid with respect to a payment of principal
of, premium, if any, or interest, if any, on the contingent convertible security to any holder who is a fiduciary or partnership or person
other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction
to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership
or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.
Whenever in this prospectus or any prospectus
supplement there is mentioned, in any context, the payment of the principal of, premium, if any, or interest, if any, and any other payments
on, or in respect of, any contingent convertible security of any series such mention shall be deemed to include mention of the payment
of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of
Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.
Limitation on Suits
No holder of contingent convertible securities
will be entitled to proceed directly against us, except as described below.
Subject to any further limitations provided in
the relevant prospectus supplement and supplemental indenture establishing any series of contingent convertible securities, before a holder
of the contingent convertible securities may bypass the trustee and bring its own lawsuit or other formal legal action or take other steps
to enforce its rights or protect its interests relating to the contingent convertible securities, the following must occur:
| · | The holder must give the trustee written notice that a continuing Event of Default has occurred and remains uncured. |
| · | The holders of not less than 25% in outstanding principal amount of the contingent convertible securities of the relevant series must
make a written request that the trustee institute proceedings because of the Event of Default, and the holder must offer indemnity satisfactory
to the trustee in its sole discretion against the cost and other liabilities incurred in connection with such request. |
| · | The trustee must not have taken action for 60 days after receipt of the above notice and offer of security or indemnity, and the trustee
must not have received an inconsistent direction from the majority in principal amount of all outstanding contingent convertible securities
of the relevant series during that period. |
Notwithstanding any other provision of the contingent
convertible indenture or the contingent convertible securities, the right of any holder of contingent convertible securities to receive
payment of the principal of (and premium, if any, on), and interest on, the contingent convertible securities, on or after the due dates
thereof or to institute suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected
without the consent of such holder.
Modification and Waiver
We and the trustee may make certain modifications
and amendments to the applicable indenture with respect to any series of contingent convertible securities without the consent of the
holders of such contingent convertible securities. Other modifications and amendments may be made to the applicable indenture with the
consent of not less than a majority in aggregate outstanding principal amount of the contingent convertible securities of the series outstanding
under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may
be made without the consent of the holder of each contingent convertible security affected that would:
| · | change the stated maturity, if any, of any principal amount of any contingent convertible security; |
| · | change the terms of any contingent convertible security to include a stated maturity date; |
| · | reduce the principal amount of, the interest rates of, or the payments with respect to any contingent convertible security, other
than as permitted under the applicable indenture; |
| · | change our (or any successor’s) obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | reduce the percentage in aggregate principal amount of outstanding contingent convertible securities of the series necessary to modify
or amend the applicable indenture or to waive compliance with certain provisions of the applicable indenture; |
| · | impair the right to institute suit for the enforcement of any payment due and payable; |
| · | modify the subordination provisions or the terms of our obligations in respect of the payment of amounts due and payable on the contingent
convertible securities in a manner adverse to the holders, in each case other than as permitted under the applicable indenture; or |
| · | modify the above requirements. |
In addition to the permitted amendments described
in the preceding paragraph, we and the trustee may amend or supplement the applicable indenture or the contingent convertible securities
without the consent of any holders of the contingent convertible securities to conform the provisions of the applicable indenture to this
“Description of Contingent Convertible Securities” section in this prospectus.
In addition, unless the relevant prospectus supplement
provides otherwise, any variations in the terms and conditions of the contingent convertible securities of any series, including modifications
relating to the subordination or redemption provisions of such contingent convertible securities, can only be made in accordance with
the rules and requirements of the PRA, as and to the extent applicable from time to time.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of
any of the contingent convertible securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety
to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our
assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations
on the contingent convertible securities and under the applicable indenture, and we procure the delivery of a customary officer’s
certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation (including,
if and to the extent required at such time by the applicable regulatory capital rules, regulations or standards, the prior consent of
the PRA), a holding company of us or any of our wholly-owned subsidiaries may assume our obligations under the contingent convertible
securities of any series without the consent of any holder, provided that certain conditions are satisfied. If the conditions set out
in the contingent convertible securities indenture are satisfied, all of our direct payment obligations under the contingent convertible
securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the contingent convertible
securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming holding company or wholly-owned
subsidiary is organized or tax resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts
in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. The holding company
or wholly-owned subsidiary, as the case may be, that assumes our obligations will also be entitled to redeem the contingent convertible
securities of the relevant series in the circumstances described in “–Redemption” above or in the supplemental indenture
with respect to the particular series of contingent convertible securities.
An assumption of our obligations under the
contingent convertible securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those contingent
convertibles securities for new contingent convertible securities by each beneficial owner, resulting in a recognition of taxable gain
or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor
regarding the U.S. federal, state and local income tax consequences of an assumption.
Governing Law
The contingent convertible securities and the
indenture will be governed by and construed in accordance with the laws of the State of New York and the Trust Indenture Act, except that,
as the indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting
on behalf of the holders of each series of contingent convertible securities will be governed by and construed in accordance with the
laws of Scotland.
Notices
All notices to holders of registered contingent
convertible securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses
in the register maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through its
London Branch, 160 Queen Victoria Street, London EC4V 4LA, is the trustee under the indenture with respect to the contingent convertible
securities. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee
under the Trust Indenture Act of 1939 (“TIA”). Subject to the provisions of the TIA, the trustee is under no obligation to
exercise any of the powers vested in it by the indenture at the request of any holder of contingent convertible securities, unless offered
reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries
maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business.
The Bank of New York Mellon is also the book-entry depositary and paying agent with respect to our contingent convertible securities.
The Bank of New York Mellon is the depositary with respect to the American Depositary Shares representing certain of our preference shares
and our ordinary shares.
Consent to Service of Process
Under the indenture, we irrevocably designate
CT Corporation System as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the
indentures or any contingent convertible securities brought in any federal or state court in The City of New York, New York and we irrevocably
submit to the jurisdiction of those courts.
DESCRIPTION OF
CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND
CONTINGENT CONVERTIBLE SECURITIES
Agreement with Respect to the Exercise of U.K. Bail-in Power
The senior debt securities indenture contains,
and NatWest Group plc expects that any supplemental indenture to the senior debt securities indenture, subordinated debt securities indenture
and contingent convertible securities indenture, as required, will contain, in respect of the securities governed thereby, certain provisions
substantially to the following effect. In addition, such provisions will be more fully set out in the relevant supplemental indenture
and summarized in the relevant prospectus supplement.
The securities may be subject to the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the
U.K. bail-in power applies to the securities of a series, by its acquisition of the securities, each holder of such securities will be
bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation of the
terms of securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.
The exercise of any U.K. bail-in power by the
relevant U.K. resolution authority shall not constitute a default or an Event of Default under the terms of the securities or the indentures.
For these purposes, a “UK bail-in power”
is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules
or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
in the United Kingdom in effect and applicable in the United Kingdom to NatWest Group plc or other members of the NatWest Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of the
UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK
Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking
Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates
can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the
obligor or any other person (or suspended for a temporary period) or
pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.
A reference to the “relevant UK authority”
is to any authority with the ability to exercise a UK bail-in power.
Form of Debt Securities and Contingent Convertible Securities;
Book-Entry System
Unless the relevant prospectus supplement states
otherwise, the debt securities and contingent convertible securities shall initially be represented by one or more global securities in
registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary identified in the applicable
prospectus supplement, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear
Bank”), as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream Luxembourg”),
and will be registered in the name of such depositary or its nominee. Unless and until the debt securities or contingent convertible securities,
as applicable, are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive
securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.
Special procedures to facilitate clearance and
settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments
for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities
will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may
be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.
The debt securities and contingent convertible
securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.
The laws of some states may require that certain
investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors
to own interests in book-entry securities.
Neither we nor the trustee nor any of our or its
agents has any responsibility for any aspect of the actions of DTC, Clearstream Luxembourg or Euroclear or any of their direct or indirect
participants. Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the records kept by DTC,
Clearstream Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its
agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Clearstream Luxembourg, Euroclear and their
participants perform these clearance and settlement functions under agreements they have made with one another or with their customers.
Investors should be aware that DTC, Clearstream Luxembourg, Euroclear and their participants are not obligated to perform these procedures
and may modify them or discontinue them at any time.
The description of the clearing systems in this
section reflects our understanding of the rules and procedures of DTC, Clearstream Luxembourg and Euroclear as they are currently in effect.
Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee, is
the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes
under the indentures. Except as described below under the heading “–Issuance of Definitive Securities”, no participant,
indirect participant or other person will be entitled to have debt securities or contingent convertible securities, as applicable, registered
in its name, receive or be entitled to receive physical delivery of debt securities or contingent convertible securities, as applicable,
in definitive form or be considered the owner or holder of the debt securities or contingent convertible securities, as applicable, under
the indentures. Each person having an ownership or other interest in debt securities or contingent convertible securities, as applicable,
must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of
the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of
a holder under the indentures, the debt securities or the contingent convertible securities, as applicable.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have
advised us as follows:
DTC. DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants
in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and
clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
The DTC rules applicable to its participants are on file with the SEC.
Euroclear. Euroclear holds securities for
its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against
payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping,
administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations,
and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear
plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities
or contingent convertible securities, as applicable. Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant
in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”) and applicable
law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg
is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream
Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants
and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides other
services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. Clearstream Luxembourg’s
customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional
financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream
Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships
with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream
Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear.
Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream
Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.
Other Clearing Systems. We may choose any
other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose
will be described in the applicable prospectus supplement.
Payments on the Global Security
Payments of any amounts in respect of any global
securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities or contingent
convertible securities, as applicable, in accordance with the rules and procedures of the depositary or its direct and indirect participants,
as applicable. Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records
of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global
security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the
depositary.
Primary Distribution
The distribution of debt securities and contingent
convertible securities will be cleared through one or more of the clearing systems that we have described above or any other clearing
system that is specified in the applicable prospectus supplement. Payment for debt securities and contingent convertible securities will
be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus
supplement.
Clearance and settlement procedures may vary from
one series of debt securities and contingent convertible securities, as applicable, to another according to the currency that is chosen
for the specific series of debt securities or contingent convertible securities. Customary clearance and settlement procedures are described
below.
We will submit applications to the relevant system
or systems for the debt securities and contingent convertible securities to be accepted for clearance. The clearance numbers that are
applicable to each clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures - DTC
DTC participants that hold debt securities or
contingent convertible securities, as applicable, through DTC on behalf of investors will follow the settlement practices applicable to
United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Debt securities and contingent convertible securities,
as applicable, will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments
in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities or contingent convertible
securities, as applicable, will be credited free of payment on the settlement date.
Clearance and Settlement Procedures - Euroclear and Clearstream
Luxembourg
We understand that investors that hold debt securities
or contingent convertible securities, as applicable, through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures
that are applicable to conventional Eurobonds in registered form for securities.
Debt securities or contingent convertible securities,
as applicable, will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business
day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for
value on the settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable
to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement
will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is
made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream
Luxembourg Participants
We understand that secondary market trading between
Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures
of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds
in registered form for securities.
Trading Between a DTC Seller and a Euroclear
or Clearstream Luxembourg Purchaser
A purchaser of debt securities or contingent convertible
securities, as applicable, that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg
at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities or contingent convertible
securities, as applicable, from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream
Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear
and Clearstream Luxembourg to receive the debt securities or contingent convertible securities, as applicable, either against payment
or free of payment.
The interests in the debt securities or contingent
convertible securities, as applicable, will be credited to the respective clearing system. The clearing system will then credit the account
of the participant, following its usual procedures. Credit for the debt securities or contingent convertible securities, as applicable,
will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities or contingent convertible
securities, as applicable, will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If
the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued
as of the actual settlement date instead.
Euroclear participants or Clearstream Luxembourg
participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position
funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream
Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities
or contingent convertible securities, as applicable, are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream
Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit
line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing
debt securities or contingent convertible securities, as applicable, would incur overdraft charges for one business day (assuming they
cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt securities or contingent
convertible securities, as applicable, would accrue from the value date. Therefore, in many cases, the investment income on debt securities
or contingent convertible securities, as applicable, that is earned during that one-business day period may substantially reduce or offset
the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.
Because the settlement will take place during
New York business hours, DTC participants will use their usual procedures to deliver debt securities or contingent convertible securities,
as applicable, to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be
available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently
than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will only
be able to make and receive deliveries, payments and other communications involving the debt securities or contingent convertible securities,
as applicable, through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be
open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences,
there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United
States. U.S. investors who wish to transfer their interests in the debt securities or contingent convertible securities, as applicable,
or to receive or make a payment or delivery of the debt securities or contingent convertible securities, as applicable, on a particular
day, may find that the transactions will not be performed until the
next business day in Luxembourg or Brussels, depending on whether Clearstream Luxembourg or Euroclear is used.
Issuance of Definitive Securities
So long as the depositary holds the global securities
of a particular series of debt securities or contingent convertible securities, as applicable, such global securities will not be exchangeable
for definitive securities of that series unless:
| · | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or contingent
convertible securities, as applicable, or the depositary ceases to be a clearing agency registered under the Exchange Act; |
| · | we are wound up and we fail to make a payment on the debt securities or contingent convertible securities, as applicable, when due;
or |
| · | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities
or contingent convertible securities should be exchanged for definitive debt securities or contingent convertible securities, as applicable,
of that series in registered form. |
Each person having an ownership or other interest
in a debt security or contingent convertible security, as applicable, must rely exclusively on the rules or procedures of the depositary
as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg
and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or
direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion
that debt securities or contingent convertible securities, as applicable, shall no longer be represented by global securities. DTC has
advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests
from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial
interests withdrawn.
Unless otherwise specified in the relevant prospectus
supplement, definitive debt securities and definitive contingent convertible securities will be issued in registered form only. To the
extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security
is registered as its absolute owner.
Payments in respect of each series of definitive
securities and definitive contingent convertible securities will be made to the person in whose name such definitive securities are registered
as it appears in the register for that series of debt securities or contingent convertible securities, as applicable. Payments will be
made in respect of the debt securities or contingent convertible securities, as applicable, by check drawn on a bank in New York or, if
the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent
for redemption.
If we issue definitive debt securities or contingent
convertible securities, as applicable, of a particular series in exchange for a particular global security, the depositary, as holder
of that global security, will surrender it against receipt of the definitive debt securities or contingent convertible securities, as
applicable, cancel the book-entry debt securities or contingent convertible securities, as applicable, of that series, and distribute
the definitive debt securities or contingent convertible securities, as applicable, of that series to the persons and in the amounts that
the depositary specifies pursuant to the internal procedures of such depositary.
If definitive securities are issued in the limited
circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities
upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed
at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing
the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate.
The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the
address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred
will be sent to the transferee within three business days
after the paying agent receives the certificate transferred, by uninsured
post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
DESCRIPTION OF
ORDINARY SHARES
The following is a summary of the material terms
of the NatWest Group plc ordinary shares of nominal value of £1.076923076923077 per share, as set forth in our articles of association
and the material provisions of U.K. law. This description is a summary and does not purport to be complete. You are encouraged to read
our articles of association, which are filed as an exhibit to the registration statement of which this prospectus is a part. Our ordinary
shares may be offered in ordinary share or American depository share form. Our ADSs are described in the Form of Amended and Restated
Deposit Agreement on Form F-6 filed with the SEC on October 6, 2020 and below under the caption “Description of Ordinary Share
American Depositary Shares”.
Share Capital
As at September 30, 2024, our allotted, called
up and fully paid share capital was as follows.
Class
of Share |
number
(in thousands) |
amount
(in £m) |
Ordinary shares of £1.0769 (1) |
8,593,750 |
9,255 |
Cumulative preference shares of £1 |
483 |
0.5 |
| (1) | Nominal value without rounding is £1.076923076923077. There is no authorised share capital under NatWest Group plc’s constitution.
The directors had authority granted at the 2024 Annual General Meeting to issue up to £944.8 million nominal of ordinary shares
other than by pre-emption to existing shareholders. |
Voting Rights
Subject to any special rights or restrictions
provided by the articles of association attaching to any shares or class of shares, on a show of hands every member who is present in
person or by proxy shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against
if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution),
and on a poll every member who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held
by him. Voting rights may not be exercised by a member who has been served with a restriction notice after failure to provide us with
information concerning interests in shares to be provided under U.K. law.
Holders of non-cumulative preference shares are
not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for
the winding-up of NatWest Group plc or any resolution directly varying or abrogating the rights attached to any such shares and then in
such case only to speak to and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the
dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior
to the allotment thereof. Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present
in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be
determined by the directors prior to allotment.
Shareholders’ Meetings
The Board must call an annual general meeting
in each period of six months beginning with the day following our accounting reference date. Other general meetings may be called by the
directors whenever they think fit. The directors must also convene a meeting upon the request of shareholders holding not less than 5%
of our paid-up capital carrying voting rights at general meetings of shareholders. A request for a general meeting of shareholders must
state the general nature of the business to be dealt with at the meeting, and must be signed by the requesting shareholders and deposited
at our registered office or an address specified by us for the purpose. If our directors fail to give notice of such meeting to shareholders
within 21 days from receipt of notice (the meeting in question to be held on a date not more than 28 days after the date of the notice
convening the meeting), the shareholders that requested the general meeting, or any of them representing more than one-half of the total
voting rights of all shareholders that requested the meeting, may themselves convene a meeting, but any meeting so convened shall not
be held after the expiration of three months. Any such meeting must
be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by our directors.
We must give at least 21 days’ notice of
a general meeting but, in the case of any general meeting other than an annual general meeting, the Companies Act 2006 (the “2006
Act”) allows us to use a shorter notice period of 14 days provided that certain conditions are met, including the passing of an
appropriate resolution at an annual general meeting. Notice shall be given to the auditors and to every member of NatWest Group plc, other
than those who are not entitled to receive such notice under the provisions of the articles of association.
We may not hold an annual or general meeting at
short notice other than in relation to a general meeting that is adjourned.
The notice calling a general meeting must specify
the place, day and time of the meeting.
Attendance at Shareholders’ Meetings; Proxies and Votes
by Mail
In general, all shareholders (subject to restrictions
for holders of non-cumulative preference shares as set out above) who have properly registered their shares may participate in general
meetings. Shareholders may attend, speak and vote in person or by proxy.
In order to attend or vote at any general meeting,
a person must be entered on the register of members by the time, being not more than 48 hours before the meeting, specified in the notice
of the general meeting (as described below under “–Quorum”).
A shareholder may appoint a proxy in writing or
by electronic communication. The appointment of a proxy must be delivered to or received by us at the address specified for that purpose
not later than 48 hours before the time appointed for the holding of the meeting. A proxy need not be a member of NatWest Group plc.
Quorum
The articles of association state that no business
other than the appointment of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present. A quorum
for the purposes of a general meeting is five shareholders present in person and entitled to vote at the meeting.
If a quorum is not present at a general meeting
within 15 minutes of the time appointed for the meeting (or such longer time not exceeding one hour as the chairman of the meeting may
determine), the meeting shall be adjourned to either the day and time specified in the notice convening the meeting for such purpose or
(if not specified) such time as the chairman of the meeting may determine. In the event of the latter, not less than seven days’
notice of the adjourned meeting (or such longer notice as may be required by statute) shall be given. If a quorum is not present at the
adjourned meeting within 15 minutes of the time appointed, the members present in person or by proxy and entitled to vote at the meeting
shall constitute a quorum.
Votes Required for Shareholder Action
An ordinary resolution must receive more than
50% of the votes cast to be passed. A special resolution must receive at least 75% of the votes cast in order to be passed.
Financial Statements and Other Communications with Shareholders
Not less than 21 days before the date of an annual
general meeting, we must send a copy of every balance sheet and profit and loss account which is to be laid before a general meeting,
and a copy of the Director’s and Auditors’ reports, to every member of NatWest Group plc and every person who is entitled
to receive notice of the meeting. Alternatively, such persons can elect to receive only a copy of NatWest Group plc’s strategic
report or can elect to view the aforementioned documents on our website.
Dividends
Subject to the provisions of the 2006 Act and
Clause 123 of the Articles, we may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable
except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special
rights
attaching to any share. Any dividend which has remained unclaimed for
12 years from the date of declaration shall be forfeited and shall revert to us.
We may cease sending dividend warrants and cheques
by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two
consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the
registered holder. We may resume sending warrants and cheques if the holder requests such recommencement in writing.
Preference shares
Each cumulative preference share confers the right
to a fixed cumulative preferential dividend payable half-yearly. Each non-cumulative preference share confers the right to a preferential
dividend (not exceeding a specified amount) payable in the currency of the relevant share. The rate of such dividend and the date of payment
thereof, together with the terms and conditions of the dividend, are as may be determined by the directors prior to allotment. Cumulative
preference share dividends are paid in priority to any dividend on any other class of share. The non-cumulative preference shares rank
for dividend after the cumulative preference shares but rank pari passu with each other and any shares expressed to rank, in terms
of participation in our profits, in some or all respects pari passu therewith and otherwise in priority to dividends payable on
the ordinary shares and any of our other share capital. The directors may resolve prior to the issue and allotment of any series of non-cumulative
preference shares that full dividends in respect of a particular dividend payment date will not be declared and paid if, (i) in their
sole and absolute discretion, the directors resolve prior to the relevant dividend payment date that such dividend (or part thereof) shall
not be paid and/or (ii) in the opinion of the directors, payment of a dividend would cause a breach of the UK Prudential Regulation Authority’s
capital adequacy requirements applicable to us or our subsidiaries, or subject to the next following paragraph, insufficient distributable
profits are available to cover the payment in full of all dividends after having paid any dividends payable on any of the cumulative preference
shares. If dividends will be paid but, in the opinion of the directors, insufficient distributable profits are available to cover the
payment in full of dividends after having paid any dividends payable on any of the cumulative preference shares, dividends will be declared
by the directors, pro rata on the non-cumulative preference shares to the extent of the available distributable profits. The non-cumulative
preference shares will carry no further rights to participate in our profits and if, and to the extent, any dividend or part of any dividend
is on any occasion not paid for any of the reasons described above, holders of non-cumulative preference shares will have no claim in
respect of such non-payment.
If any dividend is not payable for the reasons
described in clause (ii) of the third paragraph of this subsection, the directors may pay a special dividend not exceeding U.S.$0.01,
£0.01 or €0.01 (depending on the currency of the relevant preference share) per share.
If the dividend payable on any series of non-cumulative
preference shares on the most recent payment date is not paid in full, or if a sum is not set aside to provide for such payment in full,
in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection, no dividends may be declared on any
of our other share capital and no sum may be set aside for the payment of a dividend on any of our other share capital (in each case other
than the cumulative preference shares), unless, on the date of declaration, an amount equal to the dividend payable in respect of the
then current dividend period for such series of non-cumulative preference shares is set aside for payment in full on the next dividend
payment date.
If any dividend payable on the non-cumulative
preference shares is not paid in full or if a sum is not set aside to provide for such payment in full (in either case for the reasons
set forth in clause (ii) of the third paragraph of this subsection), we may not redeem or purchase or otherwise acquire any of our other
share capital and may not set aside any sum nor establish any sinking fund for its redemption, purchase or other such acquisition, until
such time as dividends have been declared and paid in full in respect of successive dividend periods together aggregating not less than
12 months.
The non-payment of any dividend (in full or in
part) by reason of the exercise of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection,
shall not prevent or restrict (a) the declaration and payment of dividends on any other series of non-cumulative preference shares or
on any non-cumulative preference shares expressed to rank pari passu with the non-cumulative preference shares, (b) the setting
aside of sums for the payment of such dividends, (c) except as set forth in the following paragraph, the redemption, purchase or other
acquisition of our shares by us, or (d) except as set forth in the
following paragraph, the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition
by us.
If dividends are not declared and paid in full
on any series of non-cumulative preference shares as a result of the directors’ discretion referred to in clause (i) of the third
paragraph of this subsection, then we may not redeem, purchase or otherwise acquire for any consideration any of our share capital ranking
after such preference shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition
thereof, until such time we have declared and paid in full dividends on such series of non-cumulative preference shares in respect of
successive dividend periods together aggregating no less than 12 months. In addition, no dividend may be declared or paid on any of our
share capital ranking after such preference shares until the dividend in respect of a particular dividend payment date payable on the
preference shares to which the directors’ discretion in clause (i) of the third paragraph of this subsection applies has been declared
and paid in full.
Subject to existing class rights of shareholders,
new preference shares can be issued with such rights and restrictions as the directors may determine.
Changes in Share Capital and Variation of Share Rights
Subject to the provisions of the 2006 Act and
without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions
as we may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. Subject
to the provisions of the 2006 Act, we may issue shares which are, or at our option or the holder are liable, to be redeemed. Subject to
the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.
We may by ordinary resolution: increase our share
capital; consolidate and divide all or any of our share capital into shares of larger amount than our existing shares; subject to the
provisions of the 2006 Act, subdivide our shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel
any shares which have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of
the shares so cancelled.
Subject to the provisions of the 2006 Act, if
at any time our capital is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions
are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not we are being wound up, either with
the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of a special
resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general
meeting the provision of the Articles relating to general meetings will apply, save that:
(i) if at any adjourned meeting of such holders
a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and
(ii) any such holder present in person or by proxy
may demand a poll. The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided
by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in our
profits or assets, pari passu therewith, but in no respect in priority thereto.
Pre-emption Rights
Under U.K. law, if we issue specific kinds of
additional securities, current shareholders will have pre-emption rights to those securities on a pro rata basis.
The shareholders may, by way of a special resolution,
grant authority to the directors to allot shares as if the pre-emption rights did not apply. This authority may be either specific or
general and may not exceed a period of five years. If the directors wish to seek authority to disapply the pre-emption rights in relation
to a specific allotment, the directors must produce a statement that is circulated to shareholders detailing their reasons for seeking
the disapplication of such pre-emption rights.
Form, Holding and Transfer of Shares
Shares may be held in either certificated or uncertificated
form.
Certificated Shares
Shares held in certificated form are evidenced
by a certificate and a register of shareholders is maintained by our registrar. Any member may transfer all or any of his certificated
shares by an instrument of transfer in any usual form or a form approved by the directors.
Title to certificated shares is evidenced by entry
in the register of our members.
The directors may decline to register any transfer
of a certificated share unless:
(i) the instrument of transfer is lodged at the
specified place and accompanied by the certificate for the shares to which it relates;
(ii) the instrument of transfer is in respect
of only one class of share; and
(iii) in the case of a transfer to joint holders,
the number of joint holders to whom the share is to be transferred does not exceed four.
Uncertificated Shares
NatWest Group plc shares held in uncertificated
form are held through CREST (computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated
by Euroclear UK).
Subject to any applicable restrictions in the
articles of association, any member may transfer all or any of his uncertificated shares by means of a relevant system in the manner provided
for in the Uncertificated Securities Regulations 2001 and the rules of the relevant system.
Title to uncertificated shares is evidenced by
entry in the operator register maintained by Euroclear UK (which forms part of the register of our members).
The directors may decline to register the transfer
of an uncertificated share in accordance with the Uncertificated Securities Regulations 2001, and, in the case of jointly held shares,
where the share is to be transferred to more than four joint holders.
No fee is payable for the registration of transfers
of either certificated of uncertificated shares, although there may be U.K. stamp duty and SDRT consequences.
Liquidation Rights
If NatWest Group plc is liquidated, the liquidator
may, with the authority of a special resolution, divide among the members in specie or kind the whole or any part of the assets of NatWest
Group plc. The liquidator may determine how such division is to be carried out as between members or classes of members. No member shall
be compelled to accept any assets on which there is a liability.
Cumulative preference shares
In the event of a return of capital on a winding-up
or otherwise, the holders of cumulative preference shares are entitled to receive out of our surplus assets available for distribution
amongst the members (i) in priority to the holders of the non-cumulative preference shares and any other shares ranking pari passu
therewith, the arrears of any fixed dividends including the amount of any dividend due for a payment after the date of commencement of
any winding-up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) pari passu
with the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the amount paid up
or credited as paid up on such shares together with any premium.
Non-cumulative preference shares
Each
non-cumulative preference share will confer on a winding up or liquidation (except (unless otherwise provided by the terms of issue) a
redemption or purchase by us of any shares in our capital), the right to receive out of our surplus assets available for distribution
amongst the members after payment of the arrears (if any) of the cumulative dividend on the cumulative preference shares and in priority
to the holders of the ordinary shares,
repayment of the amount paid up or credited as paid
up on the non-cumulative preference shares together with any premium paid on issue pari passu with the holders of the cumulative preference
shares and together with an amount equal to accrued and unpaid dividends.
Non-voting deferred shares
On a winding-up or other return of our capital,
holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment
to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £100,000 on each
ordinary share.
General
On our winding-up, the liquidator may, with the
authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching
to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members
in specie or kind the whole or any part of our assets or vest the whole or any part of the assets in trustees upon such trusts for the
benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which
there is a liability.
Disclosure of Holdings Exceeding Certain Percentages
The Disclosure and Transparency Rules require
each shareholder to notify us if the voting rights held by him (including by way of certain financial instrument) reaches, exceeds or
falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100%. Under the Disclosure and Transparency Rules,
certain voting rights in NatWest Group plc may be disregarded.
Pursuant to the 2006 Act, we may also send a notice
to any person whom we know or believes to be interested in our shares requiring that person to confirm whether he has such an interest
and if so details of that interest.
Under the articles of association and U.K. law,
if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares
(the “default shares”), the Directors may serve a restriction notice on such person. Such a restriction notice will state
that the default shares and, if the Directors determine, any other shares held by that person, shall not confer any right to attend or
vote at any general meeting of NatWest Group plc.
In respect of a person with a 0.25% or more interest
in our issued ordinary share capital, the Directors may direct in the restriction notice that, subject to certain exceptions, no transfers
of shares held by such person (in certificated or uncertificated form) shall be registered and that any dividends or other payments on
the shares shall be retained by us pending receipt by us of the information requested by the Directors.
Purchase of Shares by NatWest Group plc
Subject to U.K. law (which includes a requirement
to obtain shareholder authority), and to any rights conferred on the holders of any class of shares and to any requirements imposed by
the London Stock Exchange, we may purchase any of our own shares. The directors are not obliged to select the shares to be purchased rateably
or in any other particular manner as between the holders of shares of the same class or different classes.
Conversion
Convertible preference shares carry the right
to convert into ordinary shares if they have not been the subject of a notice of redemption from us, on or before a specified date determined
by the Directors. The right to convert will be exercisable by service of a conversion notice on us within a specified period. We will
use reasonable endeavours to arrange the sale, on behalf of convertible preference shareholders who have submitted a conversion notice,
of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds
equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which
such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of
the relevant convertible preference shares by the Directors).
Lien and Forfeiture
We have a lien on every partly paid share for
all amounts payable to us in respect of that share. The Directors may call any monies unpaid on shares and may sell shares on which calls
or amounts payable under the terms of issues are not duly paid.
Ownership of Shares by Non-U.S. Persons
There are no provisions in the articles of association
that restrict non-resident or foreign shareholders from holding NatWest Group plc shares or from exercising voting rights attaching to
NatWest Group plc shares.
Untraceable Shareholders
We shall be entitled to sell, at the best price
reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:
(i) during a period of 12 years ending on date
of advertising our intention to sell such shares at least three cash dividends in respect of such shares have become payable but all dividends
or other moneys payable remain unclaimed;
(ii) we have inserted advertisements in one daily
newspaper with a national circulation in the United Kingdom, one Scottish daily newspaper and one newspaper circulating in the area of
the last known address of the member or other person giving notice of our intention to sell the shares;
(iii) during the period referred to in sub-paragraph
(i) above and the period of three months following the publication of the advertisements referred to in sub-paragraph (ii) above, we receive
no indication of the whereabouts or existence of the member or other person; and
(iv) if the shares are listed on the London Stock
Exchange, we give notice to the London Stock Exchange of its intention to sell the shares prior to publication of the advertisements.
The net proceeds of such sale shall belong to
us, which shall be obliged to account to the former member or other person previously entitled to the shares for an amount equal to the
proceeds as a creditor of NatWest Group plc.
DESCRIPTION OF
ORDINARY SHARE AMERICAN DEPOSITARY SHARES
The Bank of New York Mellon, as the depositary,
will register and deliver ordinary share ADSs, each representing two NatWest Group plc ordinary shares (or a right to receive two NatWest
Group plc ordinary shares) deposited with the London branch of The Bank of New York Mellon, as custodian. Each ordinary share ADS will
also represent any other securities, cash or other property which may be held by the depositary. The depositary’s principal executive
office and its corporate trust office at which the register will be administered is located at 240 Greenwich Street, New York 10286.
You may hold ordinary share ADSs either (i) directly
(a) by having an ordinary share ADR, which is a certificate evidencing a specific number of ordinary share ADSs, registered in your name,
or (b) by holding ordinary share ADSs in the Direct Registration System, or (ii) indirectly through your broker or other financial institution.
If you hold ordinary share ADSs directly, you are an ordinary share ADS holder. This description assumes you hold your ordinary share
ADSs directly. If you hold the ordinary share ADSs indirectly, you must rely on the procedures of your broker or other financial institution
to assert the rights of ordinary share ADS holders described in this section. You should consult with your broker or financial institution
to find out what those procedures are.
The Direct Registration System, or DRS, is a system
administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements
in those securities through DTC and DTC participants.
As an ordinary share ADS holder, we will not treat
you as one of our shareholders and you will not have shareholder rights. United Kingdom law governs shareholder rights. The depositary
will be the holder of the shares underlying your ordinary share ADSs. As a holder of ordinary share ADSs, you will have ordinary share
ADS
holder rights. The ordinary share ADS deposit agreement among NatWest
Group plc, the depositary and you, as an ordinary share ADS holder, and the beneficial owners of ordinary share ADSs sets out ordinary
share ADS holder rights as well as the rights and obligations of the depositary. New York law governs the ordinary share ADS deposit agreement
and the ordinary share ADSs.
NatWest Group plc may from time to time request
owners of ordinary share ADSs to provide information as to (a) the capacity in which such owners own or owned ordinary share ADSs, (b)
the identity of any other persons then or previously having a beneficial interest in such ordinary share ADSs and the nature of such interest
and various other matters and (c) any other matter where disclosure of such matter is required for compliance with applicable laws and
regulations or the articles of association or similar document of NatWest Group plc. Each owner of ordinary share ADSs agrees to provide
any information requested by NatWest Group plc or the depositary pursuant to the ordinary share ADS deposit agreement. Each holder consents
to the disclosure by the depositary and the owner or any other holder through which it holds ADSs, directly or indirectly, of all information
responsive to a request made pursuant to the deposit agreement relating to that holder that is known to that owner or other holder. The
depositary agrees to comply with reasonable written instructions received from time to time from NatWest Group plc requesting that the
depositary forward any such requests to the owners of ordinary share ADSs and to forward to NatWest Group plc any such requests received
by the depositary.
The following is a summary of the material provisions
of the ordinary share ADS deposit agreement. For more complete information, you should read the entire ordinary share ADS deposit agreement
and the form of American depositary receipt.
Dividends and Other Distributions
The depositary has agreed to pay to you the cash
dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees
and expenses. You will receive these distributions in proportion to the number of NatWest Group plc ordinary shares your ordinary share
ADSs represent.
| · | Cash. The depositary will convert any cash dividend or other cash distribution we pay on the NatWest Group plc ordinary shares
into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible
or if any government approval is needed and cannot be obtained, the ordinary share ADS deposit agreement allows the depositary to distribute
the foreign currency only to those ordinary share ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot
convert for the account of the ordinary share ADS holders who have not been paid. It will not invest the foreign currency and it will
not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid,
will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole
cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all
of the value of the distribution. |
| · | Shares. The depositary may distribute additional ordinary share ADSs representing any shares we distribute as a dividend or
free distribution. The depositary will only distribute whole ordinary share ADSs. It will sell shares which would require it to deliver
a fractional ordinary share ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute
additional ordinary share ADSs, the outstanding ordinary share ADSs will also represent the new shares. The depositary may sell a portion
of the distributed shares sufficient to pay its fees and expenses in connection with that distribution. |
| · | Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or
any other rights, the depositary may, after consultation with NatWest Group plc, make these rights available to you. If the depositary
decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use
reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights
that are not distributed or sold to lapse. In that case, you will receive no value for them. |
If the depositary makes rights available to you,
it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ordinary share
ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.
U.S. securities laws may restrict transfers and
cancellation of the ordinary share ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade
these ordinary share ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have
the same terms as the ordinary share ADSs described in this section except for changes needed to put the necessary restrictions in place.
| · | Other Distributions. After consultation with NatWest Group plc to the extent practicable, the depositary will send to you anything
else NatWest Group plc distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the
distribution in that way, the depositary has a choice. It may, after consultation with NatWest Group plc to the extent practicable, decide
to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed,
in which case ordinary share ADSs will also represent the newly distributed property. However, the depositary is not required to distribute
any securities (other than ordinary share ADSs) to you unless it receives reasonably satisfactory evidence from us that it is legal to
make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses
in connection with that distribution. |
The depositary is not responsible if it decides
that it is unlawful or impractical to make a distribution available to any ordinary share ADS holders. We have no obligation to register
ordinary share ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action
to permit the distribution of ordinary share ADSs, shares, rights or anything else to ordinary share ADS holders. This means that you
may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for NatWest Group plc to
make them available to you.
Deposit, Withdrawal and Cancellation
The depositary will deliver ordinary share ADSs
if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses
and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees and including a U.K. SDRT charge on the value of the
ordinary shares so deposited, the depositary will register the appropriate number of ordinary share ADSs in the names you request and
will deliver the ordinary share ADSs to or upon the order of the person or persons that made the deposit.
You may surrender your ordinary share ADSs at
the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes
or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ordinary share
ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver
the deposited securities at its corporate trust office, if feasible.
You may surrender your ordinary share ADR to the
depositary for the purpose of exchanging your ordinary share ADR for uncertificated ordinary share ADSs. The depositary will cancel that
ordinary share ADR and will send you a statement confirming that you are the owner of uncertificated ordinary share ADSs. Alternatively,
upon receipt by the depositary of a proper instruction from a holder of uncertificated ordinary share ADSs requesting the exchange of
uncertificated ordinary share ADSs for certificated ordinary share ADSs, the depositary will execute and deliver to you an ordinary share
ADR evidencing those ordinary share ADSs.
Voting Rights
You may instruct the depositary to vote the number
of deposited shares your ordinary share ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to
deliver our voting materials to you if we ask it to. Those materials will describe the matters to be voted on and explain how you may
instruct the depositary how to vote. For instructions to be valid, they much reach the depositary by a date set by the depositary.
Otherwise, you won’t be able to exercise
your right to vote unless you withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares.
The depositary shall not vote or attempt to exercise
the right to vote that attaches to the deposited shares other than in accordance with the instructions given by the owners and received
by the depositary, subject to the laws of the United Kingdom and our articles of association.
We cannot assure you that you will receive the
voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents
are not responsible if they fail to carry out voting instructions or for the manner of carrying out voting instructions. This means that
you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.
In order to give you a reasonable opportunity
to instruct the depositary as to the exercise of voting rights relating to Deposited Securities (as defined in the ordinary share ADS
deposit agreement), if we request the depositary to act, we will try to give the depositary notice of any such meeting and details concerning
the matters to be voted upon and copies of materials to be made available to holders of shares in connection with the meeting not less
than 45 days in advance of the meeting date.
Fees and Expenses
For: |
|
Persons
depositing or withdrawing shares must pay: |
|
|
|
·
Issuance of ordinary share ADSs, including issuances resulting from a distribution of shares or rights or other property |
|
·
$5.00 (or less) per 100 ordinary share ADSs (or portion of 100 ordinary share ADSs) |
|
|
|
·
Cancellation of ordinary share ADSs for the purpose of withdrawal, including if the ordinary share ADS deposit agreement terminates |
|
·
$5.00 (or less) per 100 ordinary share ADSs (or portion of 100 ordinary share ADSs) |
|
|
|
·
Any cash distribution to you |
|
·
$0.02 (or less) per ordinary share ADS |
|
|
|
·
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to holders |
|
·
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ordinary share ADSs |
|
|
|
·
Depositary services |
|
·
$0.02 (or less) per ordinary share ADSs per annum |
|
|
|
·
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares |
|
·
Registration or transfer fees |
|
|
|
·
Cable, telex and facsimile transmissions (when expressly provided in the ordinary share ADS deposit agreement) |
|
·
Expenses of the depositary |
|
|
|
·
Converting foreign currency to U.S. dollars |
|
·
Expenses of the depositary |
|
|
|
·
As necessary |
|
·
Taxes and other governmental charges the depositary or the custodian have to pay on any ordinary share ADS or share underlying an ordinary share ADS, for example, stock transfer taxes, stamp duty or withholding taxes |
|
|
|
·
As necessary |
|
·
Any charges incurred by the depositary or its agents for servicing the deposited securities |
Payment of Taxes
You will be responsible for any taxes or other
governmental charges payable on your ordinary share ADSs or on the deposited securities represented by any of your ordinary share ADSs.
The depositary may refuse to register any transfer of your ordinary share ADSs or allow you to withdraw the deposited securities represented
by your ordinary share ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ordinary share ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ordinary share ADSs to reflect the sale and pay to you any proceeds, or send
to you any property, remaining after it has paid the taxes.
Reclassifications, Recapitalizations and Mergers
If we:
| · | change the nominal or par value of our shares |
| · | reclassify, split up or consolidate any of the deposited securities |
| · | distribute securities on the shares that are not distributed to you |
| · | recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action |
then the cash, shares or other securities received by the depositary
will become deposited securities. Each ordinary share ADS will automatically represent its equal share of the new deposited securities.
The depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received. It may also
deliver new ordinary share ADRs or ask you to surrender your outstanding ordinary share ADRs in exchange for new ordinary share ADRs identifying
the new deposited securities.
Amendment and Termination
We may agree with the depositary to amend the
ordinary share ADS deposit agreement and the ordinary share ADRs without your consent for any reason. If an amendment adds or increases
fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs,
delivery charges or similar items, or prejudices a substantial right of ordinary share ADS holders, it will not become effective for outstanding
ordinary share ADSs until 30 days after the depositary notifies ordinary share ADS holders of the amendment. At the time an amendment
becomes effective, you are considered, by continuing to hold your ordinary share ADSs, to agree to the amendment and to be bound by the
ordinary share ADRs and the ordinary share ADS deposit agreement as amended.
The depositary will terminate the ordinary share
ADS deposit agreement at our direction by mailing notice of termination to the ordinary share ADS holders then outstanding at least 30
days prior to the date fixed in such notice for such termination. The depositary may also terminate the ordinary share ADS deposit agreement
by mailing notice of termination to us and the ordinary share ADS holders then outstanding if 60 days have passed since the depositary
told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.
After termination, the depositary and its agents
will do the following under the ordinary share ADS deposit agreement but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver shares and other deposited securities upon cancellation of ordinary share ADSs. Four months
after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will
hold the money it received on the sale, as well as any other cash it is holding under the ordinary share ADS deposit agreement for the
pro rata benefit of the ordinary share ADS holders that have not surrendered their ordinary share ADSs. It will not invest the money and
has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination
our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.
Limitations on Obligations and Liability
The ordinary share ADS deposit agreement expressly
limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and
the depositary:
| · | are only obligated to take the actions specifically set forth in the ordinary share ADS deposit agreement without negligence or bad
faith; |
| · | are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations
under the ordinary share ADS deposit agreement; |
| · | are not liable if we or it exercises, or fails to exercise, discretion permitted under the ordinary share ADS deposit agreement; |
| · | have no obligation to become involved in a lawsuit or other proceeding related to the ordinary share ADSs or the ordinary share ADS
deposit agreement on your behalf or on behalf of any other person; and |
| · | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper
person. |
In the ordinary share ADS deposit agreement, we
and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register
a transfer of an ordinary share ADS, make a distribution on an ordinary share ADS, or permit withdrawal of shares, the depositary may
require:
| · | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any shares or other deposited securities; |
| · | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
| · | compliance with regulations it may establish, from time to time, consistent with the ordinary share ADS deposit agreement, including
presentation of transfer documents. |
The depositary may refuse to deliver ordinary
share ADSs or register transfers of ordinary share ADSs generally when the transfer books of the depositary or our transfer books are
closed or at any time if the depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying your Ordinary Share
ADRs
You have the right to cancel your ordinary share
ADSs and withdraw the underlying shares at any time except:
| · | When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the
transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares. |
| · | When you owe money to pay fees, taxes and similar charges. |
| · | When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ordinary share
ADSs or to the withdrawal of shares or other deposited securities. |
This right of withdrawal may not be limited by
any other provision of the ordinary share ADS deposit agreement.
Direct Registration System
In the ordinary share ADS deposit agreement, all
parties to the ordinary share ADS deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to
ordinary share ADSs upon acceptance thereof to DRS by the DTC. DRS is the system administered by DTC that facilitates interchange between
registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant.
Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ordinary share ADS holder, to direct
the depositary to register a transfer of those ordinary share ADSs to DTC or its nominee and to deliver those ordinary share ADSs to the
DTC account of that DTC participant without receipt by the depositary of prior authorization from the ordinary share ADS holder to register
such transfer.
In connection with and in accordance with the
arrangements and procedures relating to DRS/Profile, the parties to the ordinary share ADS deposit agreement understand that the depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ordinary share
ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf
of the ordinary share ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the ordinary share ADS deposit
agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through
the DRS/Profile System and in accordance with the ordinary share ADS deposit agreement, shall not constitute negligence or bad faith on
the part of the depositary.
DESCRIPTION OF
RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES
We may issue rights to subscribe for our ordinary
shares (including in the form of ADSs). The applicable prospectus supplement will describe the specific terms relating to such subscription
rights and the terms of the offering, including, where applicable, some or all of the following:
| · | the title of the subscription rights; |
| · | the exercise price for the subscription rights; |
| · | the aggregate number of subscription rights issued; |
| · | a discussion of the material U.S. federal, U.K. or other income tax considerations, as well as considerations under the U.S. Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), applicable to the issuance of ordinary shares together with
statutory subscription rights or the exercise of the subscription rights; |
| · | any other terms of the subscription rights, including terms, procedures and limitations relating to the exercise of the subscription
rights; |
| · | the terms of the ordinary shares corresponding to the subscription rights; |
| · | information regarding the trading of subscription rights, including the stock exchanges, if any, on which the subscription rights
will be listed; |
| · | the record date, if any, to determine who is entitled to the subscription rights and the ex-rights date; |
| · | the period during which the subscription rights may be exercised; |
| · | the extent to which the offering includes a contractual over-subscription privilege with respect to unsubscribed securities; and |
| · | the material terms of any standby underwriting arrangement we enter into in connection with the offering. |
PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
We may sell relevant securities to or through
underwriters or dealers and also may sell all or part of such securities directly to other purchasers or through agents.
The distribution of the securities may be effected
from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at negotiated prices.
In connection with the sale of securities, we
may compensate underwriters in the form of discounts, concessions or commissions or in any other way that the applicable prospectus supplement
describes. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be underwriters, and any discounts or commissions
that we pay them and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions, under
the Securities Act. Any such underwriter or agent will be identified, and any such compensation that we pay will be described, in the
prospectus supplement.
Under agreements which we may enter into, we may
be required to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities,
including liabilities under the Securities Act.
Each new series of debt securities, dollar preference
shares and contingent convertible securities will be a new issue of securities with no established trading market. If securities of a
particular series are not listed on a U.S. national securities exchange, certain broker-dealers may make a market in those securities,
but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance that
any broker-dealer will make a market in securities of any series or as to the liquidity of the trading market for those securities.
Conflicts of Interest
To the extent an initial offering of the securities
will be distributed by an affiliate of ours, each such offering of securities will be conducted in compliance with the requirements of
FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s distribution
of securities of an affiliate and related conflicts of interest. No underwriter, selling agent or dealer utilized in the initial offering
of securities who is an affiliate of ours will confirm sales to accounts over which it exercises discretionary authority without the prior
specific written approval of its customer.
Following the initial distribution of any of these
securities, affiliates of ours may offer and sell these securities in the course of their businesses as broker-dealers. Such affiliates
may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing market prices at
the time of sale or otherwise. Such affiliates may also use this prospectus in connection with these transactions. None of our affiliates
is obligated to make a market in any of these securities and may discontinue any market-making activities at any time without notice.
Underwriting discounts and commissions on securities
sold in the initial distribution will not exceed 8% of the offering proceeds.
Any underwriter, selling agent or dealer utilized
in the initial offering of securities will not confirm sales to accounts over which it exercises discretionary authority without the prior
specific written approval of its customer.
Delayed Delivery Arrangements
If so indicated in the prospectus supplement,
we may authorize underwriters or other persons acting as their agents to solicit offers by certain institutions to purchase dollar preference
shares, debt securities or contingent convertible securities from them pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations
of any purchaser under any such contract will be subject to the condition that the purchase of the offered securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other
agents will not have any responsibility in respect of the validity or performance of such contracts.
expenses
The following
is a statement of the expenses (all of which are estimated), other than any underwriting discounts and commissions and expenses reimbursed
by or to us, to be incurred in connection with a distribution of securities registered under this registration statement:
Securities and Exchange Commission registration fee |
$*(1) |
|
|
Legal fees and expenses |
$* |
|
|
Accountants’ fees and expenses |
$* |
|
|
Trustee fees and expenses |
$* |
|
|
Miscellaneous |
$* |
|
|
Total |
$* |
| (1) | The registrant is registering an indeterminate amount of securities and is deferring payment of the registration fee in accordance
with Rules 456(b) and 457(n) under the Securities Act of 1933, as amended. |
| * | To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this registration
statement. |
LEGAL OPINIONS
Our United States counsel, Davis Polk & Wardwell
London LLP, London, United Kingdom will pass upon certain legal matters relating to the securities. Our Scottish solicitors, CMS Cameron
McKenna Nabarro Olswang LLP, will pass upon the validity of the securities under Scots law and certain matters of Scots law relating to
the subordination provisions of the securities.
EXPERTS
The consolidated financial statements of
NatWest Group plc appearing in NatWest Group plc’s Annual Report (Form 20-F) for the year ended December 31, 2023 (the
“2023 20-F”), and the effectiveness of NatWest Group plc’s internal control over financial reporting as of
December 31, 2023, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their
reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements and NatWest Group plc
management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 are, and audited
consolidated financial statements and NatWest Group plc management’s assessment of internal control over financial reporting
to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective
dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as
experts in accounting and auditing.
ENFORCEMENT OF
CIVIL LIABILITIES
We are a public limited company incorporated and
registered in Scotland, United Kingdom. Many of our directors and executive officers, and certain experts named in this prospectus, reside
outside of the United States. All or a substantial portion of our assets and the assets of those non-resident persons are located outside
of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us
or those persons or to enforce against them judgments obtained in U.S. courts predicated upon civil liability provisions of the federal
securities laws of the United States. We have been advised by our Scottish solicitors, CMS Cameron McKenna Nabarro Olswang LLP (as to
Scots law) that, both in original actions and in actions for the enforcement of judgments of U.S. courts, there is doubt as to whether
civil liabilities predicated solely upon the U.S. federal securities laws are enforceable in Scotland.
WHERE YOU CAN FIND
MORE INFORMATION
Ongoing Reporting
We are subject to the informational requirements
of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith, we file reports
and other information with the SEC. The SEC’s website, at http://www.sec.gov, and our website, at https://www.natwestgroup.com/,
contain reports and other information in electronic form that we have filed. Except for SEC filings incorporated by reference herein,
none of the information on or that can be accessed through our website is part of this prospectus. You may also request a copy of any
filings incorporated by reference herein at no cost, by contacting us at 250 Bishopsgate, London, EC2M 4AA, United Kingdom, telephone
+44 (0) 207 085 5143.
We will provide the trustee for any debt securities
and contingent convertible securities and the ADR depositary for any rights to subscribe for ordinary shares, ordinary shares and dollar
preference shares with our annual reports, which will include a description of operations and our annual audited consolidated financial
statements. We will also provide any trustee or ADR depositary with interim reports that will include unaudited interim summary
consolidated financial information. We will be deemed to have delivered
such reports to the trustee or ADR depositary if we have filed such reports with the SEC via the EDGAR filing system (or any successor
thereto) and such reports are publicly available.
In addition, we will provide the trustee or the
ADR depositary with all notices of meetings at which holders of debt securities, contingent convertible securities, rights to subscribe
for ordinary shares, ordinary shares or dollar preference shares are entitled to vote, and all other reports and communications that are
made generally available to holders of debt securities, contingent convertible securities, rights to subscribe for ordinary shares, ordinary
shares or dollar preference shares.
Registration Statement
This prospectus is part of a registration statement
that we filed with the SEC. As exhibits to the registration statement, we have also filed or incorporated by reference the indentures,
the underwriting agreements, the ADR deposit agreement as well as various other documents listed in the exhibit index. Statements contained
in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete, and
in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each
such statement being qualified in all respects by such reference. For further information, you should refer to the registration statement.
You can obtain the full registration statement from the SEC or from us.
INCORPORATION OF
DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
the information that we file with the SEC. This permits us to disclose important information to you by referring to these filed documents.
Any information referred to in this way is considered part of this prospectus, and any information that we file with the SEC after the
date of this prospectus will automatically be deemed to update and supersede this information.
We incorporate by reference the following reports,
except for any information contained on websites linked in such reports:
We also incorporate by reference all subsequent
annual reports of NatWest Group plc filed on Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act and certain reports on Form 6-K, if they state that they are incorporated by reference into this prospectus, that
we furnish to the SEC after the date of this prospectus and until we or any underwriters sell all of the securities.
CAUTIONARY STATEMENT
ON FORWARD-LOOKING STATEMENTS
Certain sections in this prospectus contain ‘forward-looking
statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements that
include the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘commit’,
‘believe’, ‘should’, ‘intend’, ‘will’, ‘plan’, ‘could’, ‘probability’,
‘risk’, ‘Value-at-Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘may’,
‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations
on these expressions. In particular, this prospectus includes forward-looking targets and guidance relating to financial performance measures,
such as income growth, operating expense, RoTE, ROE, discretionary capital distribution targets, impairment loss rates, balance sheet
reduction, including the reduction of
RWAs, CET1 ratio (and key drivers of the CET1 ratio including timing,
impact and details), Pillar 2 and other regulatory buffer requirements and MREL and non-financial performance measures, such as NatWest
Group’s initial area of focus, climate and sustainability-related performance ambitions, targets and metrics, including in relation
to initiatives to transition to a net zero economy, Climate and Sustainable Funding and Financing (CSFF) and financed emissions.
In addition, this prospectus includes forward-looking
statements relating, but not limited to: implementation of NatWest Group’s strategy (including in relation to: cost-controlling
measures, the Commercial & Institutional segment and achieving a number of various targets within the relevant timeframe); the timing
and outcome of litigation and government and regulatory investigations; direct and on-market buy-backs; funding plans and credit risk
profile; managing its capital position; liquidity ratio; portfolios; net interest margin and drivers related thereto; lending and income
growth, product share and growth in target segments; impairments and write-downs; restructuring and remediation costs and charges; NatWest
Group’s exposure to political risk, economic assumptions and risk, climate, environmental and sustainability risk, operational risk,
conduct risk, financial crime risk, cyber, data and IT risk and credit rating risk and to various types of market risk, including interest
rate risk, foreign exchange rate risk and commodity and equity price risk; customer experience, including our Net Promoter Score; employee
engagement and gender balance in leadership positions.
These statements are based on current plans, expectations,
estimates, targets and projections, and are subject to significant inherent risks, uncertainties and other factors, both external and
relating to NatWest Group’s strategy or operations, which may result in NatWest Group being unable to achieve the current plans,
expectations, estimates, targets, projections and other anticipated outcomes expressed or implied by such forward-looking statements.
In addition, certain of these disclosures are dependent on choices relying on key model characteristics and assumptions and are subject
to various limitations, including assumptions and estimates made by management. By their nature, certain of these disclosures are only
estimates and, as a result, actual future results, gains or losses could differ materially from those that have been estimated. Accordingly,
undue reliance should not be placed on these statements. The forward-looking statements contained in this prospectus speak only as of
the date we make them and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained
herein, whether to reflect any change in our expectations with regard thereto, any change in events, conditions or circumstances on which
any such statement is based, or otherwise, except to the extent legally required.
Other factors could also adversely affect our
results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed here or in
our Annual Report on Form 20-F for the year ended December 31, 2023 or any of its interim reports filed on Form 6-K incorporated by reference
herein, to be a complete set of all potential risks or uncertainties. We have economic, financial market, credit, legal and other specialists
who monitor economic and market conditions and government policies and actions. However, because it is difficult to predict with accuracy
any changes in economic or market conditions or in governmental policies and actions, it is difficult for us to anticipate the effects
that such changes could have on our financial performance and business operations.
The forward-looking statements made in this prospectus
speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking statements to reflect
events or circumstances after the date of this prospectus, and we do not assume any responsibility to do so. You should, however, consult
any further disclosures of a forward-looking nature we made in other documents filed with the SEC that are incorporated by reference into
this prospectus. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
We caution you that a large number of important
factors could adversely affect our results or our ability to implement our strategy, cause us to fail to meet our targets, predictions,
expectations and other anticipated outcomes or affect the accuracy of forward-looking statements described in this prospectus. These factors
include, but are not limited to, those set forth in the risk factors and the other uncertainties described in NatWest Group plc’s
Annual Report on Form 20-F and its other filings with the US Securities and Exchange Commission. The principal risks and uncertainties
that could adversely affect NatWest Group’s future results, its financial condition and/or prospects and cause them to be materially
different from what is forecast or expected, include, but are not limited to: economic and political risk (including in respect of: political
and economic risks and uncertainty in the UK and global markets, including due to GDP growth, inflation and interest rates, political
uncertainty and instability, supply chain disruption and geopolitical tensions and armed conflict); changes in foreign currency exchange
rates; uncertainty
regarding the effects of Brexit; and HM Treasury’s ownership
as the largest shareholder of NatWest Group plc); strategic risk (including in respect of the implementation of NatWest Group’s
strategy; future acquisitions and divestments (including the phased withdrawal from ROI), and the transfer of its Western European corporate
portfolio); financial resilience risk (including in respect of: NatWest Group’s ability to meet targets and to make discretionary
capital distributions; the competitive environment; counterparty and borrower risk; liquidity and funding risks; prudential regulatory
requirements for capital and MREL; reductions in the credit ratings; the requirements of regulatory stress tests; model risk; sensitivity
to accounting policies, judgements, estimates and assumptions (and the economic, climate, competitive and other forward looking information
affecting those judgements, estimates and assumptions); changes in applicable accounting standards; the value or effectiveness of credit
protection; the adequacy of NatWest Group’s future assessments by the Prudential Regulation Authority and the Bank of England; and
the application of UK statutory stabilisation or resolution powers); climate and sustainability risk (including in respect of: risks relating
to climate-related and sustainability-related risks; both the execution and reputational risk relating to NatWest Group’s climate
change-related strategy, ambitions, targets and transition plan; climate and sustainability-related data and model risk; the failure to
implement climate change resilient governance, systems, controls and procedures; increasing levels of climate, environmental, human rights
and sustainability-related regulation and oversight; increasing anti-greenwashing regulations; climate, environmental and sustainability-related
litigation, enforcement proceedings investigations and conduct risk; and reductions in ESG ratings); operational and IT resilience risk
(including in respect of: operational risks (including reliance on third party suppliers); cyberattacks; the accuracy and effective use
of data; complex IT systems; attracting, retaining and developing diverse senior management and skilled personnel; NatWest Group’s
risk management framework; and reputational risk); and legal, regulatory and conduct risk (including in respect of: the impact of substantial
regulation and oversight; the outcome of legal, regulatory and governmental actions, investigations and remedial undertakings; and changes
in tax legislation or failure to generate future taxable profits).
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
Except as hereinafter set forth, there is no provision
of the Memorandum and Articles of Association of NatWest Group plc (the “Company”) or any contract, arrangement or statute
under which any director or officer of the Company is insured or indemnified in any manner against any liability that he may incur in
his capacity as such.
Deed of Indemnity
The Company has entered into Deeds of Indemnity
with certain directors and officers of the Company and its wholly-owned subsidiaries (referred to herein as the “NatWest Group”)
that, subject to certain conditions precedent, in consideration of such director or officer continuing in or accepting office as a (i)
director or officer of (a) any company within the NatWest Group or (b) a company in which a member of the NatWest Group is to invest or
has invested in less than 50% of the issued share capital of such company (an “Investee Company”), or (ii) an authorized or
approved person (or equivalent) under the rule of any regulatory body, the Company will indemnify the director or officer, his estate
and his personal representatives from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted
by him as an officer or employee of any company within the NatWest Group (or of an Investee Company) and in which decree or judgment is
given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his
part) or in which he is acquitted or in connection with any application for relief from liability in respect of any such act or omission
in which relief is granted to him by the Court.
Article 157 of the Company’s Articles
of Association provides:
| “(A) | Subject to the provisions of the 2006 Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled,
every Director or other officer of the Company (including, but only if the Directors so determine, any person (whether an officer or not)
engaged by the Company as auditor) shall be entitled to be indemnified out of the assets of the Company against (a) any liability incurred
by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, (b) any liability incurred
by him in connection with the Company’s activities as a trustee of an occupational pension scheme (as defined in section 235(6)
of the 2006 Act), or (c) any other liability incurred by him in relation to the Company or its affairs, provided that this Article 157(A)
shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article 157(A),
or any element of it, to be treated as void under the 2006 Act or otherwise under the Statutes. |
| (B) | Without prejudice to paragraph (A) above or to any indemnity to which a Director may otherwise be entitled, to the extent permitted
by the Statutes and otherwise upon such terms and subject to such conditions as the Directors may in their absolute discretion think fit,
the Directors shall have power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by
him: |
| (i) | in defending any criminal or civil proceedings or in connection with any alleged negligence, default, breach of duty or breach of
trust by him in relation to the Company or any associated company; |
| (ii) | in defending himself in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority,
in connection with any such alleged negligence, default, breach of duty or breach of trust as foresaid; or |
| (iii) | in connection with any application referred to in section 205(5) of the 2006 Act, |
or to enable a Director to avoid incurring
such expenditure.
| (C) | In paragraph (A) above, “liability” includes costs, charges, losses and expenses. For the purposes of paragraph (B) above,
“associated company” shall be construed in accordance with Section 256 of the 2006 Act.” |
Section 232 of the Companies Act 2006 provides:
| “(1) | Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him
in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. |
| (2) | Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of
an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of
trust in relation to the company of which he is a director is void, except as permitted by- |
| (a) | section 233 (provision of insurance), |
| (b) | section 234 (qualifying third party indemnity provision), or |
| (c) | section 235 (qualifying pension scheme indemnity provision). |
| (3) | This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise. |
| (4) | Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with
conflicts of interest.” |
Section 233 of the Companies Act 2006 provides:
“Section 232(2)(voidness of provisions for
indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated
company, insurance against any such liability as is mentioned in that subsection.”
Section 234 of the Companies Act 2006 provides:
| “(1) | Section 232(2)(voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision. |
| (2) | Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the
company or an associated company. |
Such provision is qualifying third party
indemnity provision if the following requirements are met.
| (3) | The provision must not provide any indemnity against: |
| (a) | any liability of the director to pay: |
| (i) | a fine imposed in criminal proceedings, or |
| (ii) | a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature
(however arising); or |
| (b) | any liability incurred by the director: |
| (i) | in defending criminal proceedings in which he is convicted, or |
| (ii) | in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or |
| (iii) | in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief. |
| (4) | The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings. |
| (a) | a conviction, judgment or refusal of relief becomes final: |
| (i) | if not appealed against, at the end of the period for bringing an appeal, or |
| (ii) | if appealed against, at the time when the appeal (or any further appeal) is disposed of; and |
| (b) | an appeal is disposed of: |
| (i) | if it is determined and the period for bringing any further appeal has ended, or |
| (ii) | if it is abandoned or otherwise ceases to have effect. |
| (6) | The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under: |
section 661(3) or (4)(power of court to
grant relief in case of acquisition of shares by innocent nominee), or
section 1157 (general power of court to
grant relief in case of honest and reasonable conduct).”
Section 235 of the Companies Act 2006 provides:
| “(1) | Section 232(2)(voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision. |
| (2) | Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension
scheme against liability incurred in connection with the company’s activities as trustee of the scheme. |
Such provision is qualifying pension scheme
indemnity provision if the following requirements are met.
| (3) | The provision must not provide any indemnity against: |
| (a) | any liability of the director to pay: |
| (i) | a fine imposed in criminal proceedings, or |
| (ii) | a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature
(however arising); or |
| (b) | any liability incurred by the director in defending criminal proceedings in which he is convicted. |
| (4) | The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings. |
| (a) | a conviction becomes final: |
| (i) | if not appealed against, at the end of the period for bringing an appeal, or |
| (ii) | if appealed against, at the time when the appeal (or any further appeal) is disposed of; and |
| (b) | an appeal is disposed of: |
| (i) | if it is determined and the period for bringing any further appeal has ended, or |
| (ii) | if it is abandoned or otherwise ceases to have effect. |
| (6) | In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the
Finance Act 2004 (c. 12) that is established under a trust.” |
Section 1157 of the Companies Act 2006 provides:
| “(1) | If in proceedings for negligence, default, breach of duty or breach of trust against: |
| (a) | an officer of a company, or |
| (b) | a person employed by a company as auditor (whether he is or is not an officer of the company), |
it appears to the court hearing the
case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances
of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or
in part, from his liability on such terms as it thinks fit.
| (2) | If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default,
breach of duty or breach of trust: |
| (a) | he may apply to the court for relief, and |
| (b) | the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence,
default, breach of duty or breach of trust had been brought. |
| (3) | Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if
he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or
in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered
for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge
may think proper.” |
Any underwriters of securities registered on this
registration statement will each agree, severally, to indemnify the Company’s directors, the Company’s officers who sign the
registration statement and the Company’s authorized representative in the United States from and against certain civil liabilities
based on information relating to such underwriter furnished in writing by such underwriter expressly for use herein.
The Company will agree to indemnify the Company’s
authorized representative in the United States from and against certain directors’ and officers’ liabilities.
In addition, the Company has obtained directors’
and officers’ insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the Company for
amounts that it may be required or permitted by law to pay directors or officers of the Company and its consolidated subsidiaries.
Item 9. Exhibits
Reference is made to the Exhibit Index included
herewith which is incorporated herein by reference.
Item 10. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided, however, that paragraphs 1(i), 1(ii) and
1(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the
registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements
and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(5) That, for the purpose of determining liability
under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(B) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5) or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in this registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability
of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) any other communication that is
an offer in the offering made by the undersigned registrant to the purchaser.
(7) That, for purposes of determining any liability
under the Securities Act, each filing of NatWest Group plc’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To supplement the prospectus, after the expiration
of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus,
a post-effective amendment will be filed to set forth the terms of such offering.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by a final adjudication of such issue.
EXHIBIT INDEX
Number |
Description |
1.1 |
Form of Underwriting Agreement for the subordinated securities of NatWest Group plc |
1.2* |
Form of Underwriting Agreement for the dollar preference shares of NatWest Group plc (previously filed in preliminary form as Exhibit 1.2 to the Registration Statement on Form F-3 filed on September 30, 2009, Registration No. 333-162219) |
1.3 |
Form of Underwriting Agreement for the senior debt securities of NatWest Group plc |
1.4 |
Form of Underwriting Agreement for the contingent convertible securities of NatWest Group plc |
1.5** |
Form of Share Certificate |
4.1* |
Subordinated Debt Indenture between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed as Exhibit 4.1 to the current report on Form 6-K filed on December 4, 2012) |
4.2* |
First Supplemental Indenture to the Subordinated Debt Indenture, dated as of December 4, 2012, between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed as Exhibit 4.2 to Form 6-K on December 4, 2012) |
4.3* |
Fourth Supplemental Indenture to the Subordinated Debt Indenture, dated as of May 28, 2014, between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed as Exhibit 4.3 to Form 6-K on May 28, 2014) |
4.4 |
Sixth Supplemental Indenture to the Subordinated Debt Indenture, dated as of August 19, 2020, between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee |
4.5* |
Amended and Restated Senior Debt Securities Indenture, dated as of December 13, 2017, between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed in preliminary form as Exhibit 4.3 to the Registration Statement on Form F-3 filed on December 13, 2017, Registration No. 333-222022) |
4.6 |
Seventh Supplemental Indenture to the Amended and Restated Senior Debt Securities Indenture, dated as of August 19, 2020 between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee |
4.7* |
Form of Deposit Agreement among NatWest Group plc, The Bank of New York and all owners and holders from time to time of American Depositary Shares issued thereunder, including the Form of the American Depositary Receipt (previously filed in preliminary form as Exhibit 1 to the Registration Statement on Form F-6 filed on October 6, 2020, Registration No. 333-144756) |
4.8* |
Form of Deposit Agreement among NatWest Group plc, The Bank of New York and all holders from time to time of American Depositary Receipts issued thereunder, including the Form of the American Depositary Receipt (previously filed in preliminary form as Exhibit 1 to the Registration Statement on Form F-6 filed on August 26, 2005, Registration No. 333-127687) |
4.9* |
Contingent Convertible Securities Indenture between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed as Exhibit 4.1 to Form 6-K on August 10, 2015) |
4.10 |
Fifth Supplemental Indenture to the Contingent Convertible Securities Indenture, dated as of August 19, 2020, between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Trustee |
5.1 |
Opinion of Davis Polk & Wardwell LLP, US counsel to the Issuer as to the validity of the securities under New York law |
5.2 |
Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish counsel to the Issuer with respect to the securities, as to certain matters under Scots law |
23.1 |
Consent of Davis Polk & Wardwell London LLP (included in exhibit 5.1) |
23.2 |
Consent of CMS Cameron McKenna Nabarro Olswang LLP (included in exhibit 5.2) |
23.3 |
Consent of Ernst & Young LLP |
24.1 |
Powers of Attorney (included on signature page to this registration statement) |
25.1 |
Statement of Eligibility for the Subordinated Debt Indenture between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Indenture Trustee, on Form T-1 |
25.2 |
Statement of Eligibility for the Amended and Restated Senior Debt Securities Indenture between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Indenture Trustee, on Form T-1 |
25.3 |
Statement of Eligibility for the Contingent Convertible Securities Indenture between NatWest Group plc, as Issuer, and The Bank of New York Mellon, acting through its London Branch, as Indenture Trustee, on Form T-1 |
* |
Incorporated by reference. |
** |
To be filed by amendment or incorporated by reference to a subsequently filed report on Form 6-K. |
SIGNATURES
Pursuant to the requirements of the Securities
Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form F-3 and has duly caused this Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in London, United Kingdom on the 23rd day of December, 2024.
|
NATWEST GROUP plc |
|
|
|
By: |
/s/ Katie Murray |
|
|
Name: Katie Murray |
|
|
Title: Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints such persons as holding the positions, titles or its equivalent of Chief
Legal Officer and General Counsel, Chief Governance Officer and Company Secretary, Group Chief Financial Officer, Director of Finance
and Group Treasurer and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with
full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this registration statement or any registration statement in connection herewith that
is to be effective upon filing pursuant to Rule 462(b) of the Securities Act, as amended, and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, as amended, this Registration Statement on Form F-3 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
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|
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/s/ Rick Haythornthwaite |
|
|
Rick Haythornthwaite |
(Chairman) |
December 23, 2024 |
|
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/s/ Paul Thwaite |
|
|
Paul Thwaite |
(Chief Executive) |
December 23, 2024 |
|
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/s/ Katie Murray |
|
|
Katie Murray |
(Chief Financial Officer)1 |
December 23, 2024 |
|
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/s/ Mark Seligman |
|
|
Mark Seligman |
(Director) |
December 23, 2024 |
|
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|
|
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/s/ Roisin Donnelly |
(Director) |
December 23, 2024 |
Roisin Donnelly |
|
|
1
Signing in her capacity of Chief Financial Officer and principal accounting officer.
Signature |
Title |
Date |
|
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/s/ Patrick Flynn |
|
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Patrick Flynn |
(Director) |
December 23, 2024 |
|
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/s/ Geeta Gopalan |
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Geeta Gopalan |
(Director) |
December 23, 2024 |
|
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/s/ Yasmin Jetha |
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Yasmin Jetha |
(Director) |
December 23, 2024 |
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/s/ Stuart Lewis |
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Stuart Lewis |
(Director) |
December 23, 2024 |
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/s/ Lena Wilson |
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Lena Wilson |
(Director) |
December 23, 2024 |
|
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/s/ Donald J. Puglisi |
|
|
Puglisi & Associates, represented by Donald J. Puglisi |
(Authorized U.S. Representative) |
December 23, 2024 |
Exhibit 1.1
NATWEST GROUP PLC
Underwriting Agreement
$[ ]
[ ]% Subordinated Debt Securities
Due _____
__________ __, ____
[NAMES OF REPRESENTATIVES]
As Representatives of the several
Underwriters (as defined below) named in Schedule I
to the Pricing Agreement (as defined below)
Ladies and Gentlemen:
From time to time NatWest Group plc, a public limited
company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to enter into one or more
Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several
firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect
to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt
securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Notes”).
The terms of, and rights attached to, any particular
issuance of Notes shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a subordinated debt securities
indenture dated December 4, 2012 (the “Base Indenture”), between the Company and The Bank of New York Mellon,
acting through its London Branch, as trustee (the “Trustee”) and as supplemented and amended by a First Supplemental
Indenture dated December 4, 2012 (the “First Supplemental Indenture”), a Fourth Supplemental Indenture dated December
May 28, 2014 (the “Fourth Supplemental Indenture”), a Sixth Supplemental Indenture dated August 19, 2020 (the “Sixth
Supplemental Indenture”) and, as amended and supplemented by a supplemental indenture between the Company and the Trustee to
be dated on or about ____________ ___, _____ (together with the Base Indenture and the First Supplemental Indenture, the Fourth Supplemental
Indenture and the Sixth Supplemental Indenture, the “Indenture”). The offering of the Notes will be governed by this
Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this
Agreement shall be deemed to incorporate the Pricing Agreement.
1. Particular
sales of the Notes may be made from time to time to the Underwriters of such Notes, or to purchasers procured by them, for whom the firms
designated as representatives of the Underwriters of such Notes in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives.
This Agreement shall not be construed as an obligation of the Company to sell any of the Notes or as an obligation of any of the Underwriters
to purchase, or procure purchasers for, the Notes. The obligation of the Company to issue and sell
any of the
Notes and the obligation of any of the Underwriters to purchase, or procure purchasers for, any of the Notes shall be evidenced by the
Pricing Agreement with respect to the Notes specified therein. Each Pricing Agreement shall specify the aggregate principal amount of
such Notes, the initial public offering price of such Notes, the purchase price to the Underwriters of such Notes, the names of the Underwriters
of such Notes, the names of the Representatives of such Underwriters and the principal amount of such Notes to be purchased by each Underwriter,
or by purchasers procured by such Underwriter, and shall set forth the date, time and manner of delivery of such Notes and payment therefor.
The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement (as defined below),
the Disclosure Package (as defined below) and prospectus with respect thereto) the terms of such Notes. A Pricing Agreement shall be
in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or
any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters
under this Agreement and each Pricing Agreement shall be several and not joint.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under
Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No. 333-__________) and related
prospectus for the registration of, among other securities, certain debt securities of the Company, including the Notes, in accordance
with the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3, as amended
(including by any post-effective amendment thereto) to the date on which it became effective prior to the date of this Agreement (including
any prospectus supplement relating to the Notes and any other information, if any, deemed to be part of such registration statement pursuant
to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any,
incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the
“Prospectus”, respectively, except that if any revised prospectus or prospectus supplement shall be provided to the
Underwriters by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission
at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations), the term “Prospectus” shall refer to such revised prospectus
or include such prospectus supplement, as the case may be, from and after the time such revised prospectus or prospectus supplement is
first provided to the Underwriters for such use and if the Company files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities
Exchange Act of 1934, as amended (the “1934 Act”), after the Registration Statement became effective and prior to the
termination of the offering of the Notes by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K,
are designated as being incorporated by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus”
shall refer to said prospectus as modified to include the documents so filed from and after the time said documents are filed with or
furnished to the Commission. The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including
any preliminary prospectus supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set forth in Rule 405
of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” has the meaning set forth in
Rule 433
of the 1933 Act Regulations. Any Issuer Free Writing Prospectus, the use of which has been consented to by the Representatives, is identified
in Annex II hereto. The term “Disclosure Package” means (i) the Preliminary Prospectus, (ii) any Issuer Free Writing
Prospectus identified in Annex II(a) hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(d) of this Agreement
(the “Term Sheet”) included in Annex III hereto and (iv) any other Free Writing Prospectus that the parties hereto
shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable Time” means the
time designated as such in the Pricing Agreement.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as
of the Time of Delivery referred to in Section 4 hereof that:
(a) (i)
An “automatic shelf registration statement” as defined under Rule 405 under the 1933 Act on Form F-3 (File No. 333-__________)
in respect of the Notes has been filed with the Commission not earlier than three years prior to the date hereof; such registration statement,
and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration
statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and
no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the 1933 Act has been received by the Company; and (ii) no order preventing or suspending the use of the Prospectus,
any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission.
(b) (i)
The Disclosure Package does not include an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) any individual Issuer
Free Writing Prospectus, when considered together with the Disclosure Package, did not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply
to statements in, or omissions from, the Disclosure Package or any such Issuer Free Writing Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Disclosure
Package.
(c) The
Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in, or omissions from, the Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration
Statement or Prospectus, provided, further, that the representations and warranties in this subsection shall not apply to
that part of the Registration Statement that constitutes the Statement of Eligibility (the “Form T-1”) under the U.S.
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(d) The
documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, at the time they were filed
with the Commission or when they become effective, complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the Commission thereunder (the “1934 Act Regulations”) and, at each time the Registration Statement
became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and any further documents deemed to be or, in the case of a Report on Form 6-K, designated as being incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus, after the date of this Agreement but prior to the termination of the offering of
Notes, will, when they are filed with or furnished to the Commission, comply in all material respects with the requirements of the 1934
Act and the 1934 Act Regulations, and, when read together with the other information included or incorporated in the Registration Statement,
the Disclosure Package and the Prospectus, will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, provided that the representations and warranties
in this subsection shall not apply to the Form T-1 of the Trustee.
(e) The
audited consolidated financial statements of the Company for the years ended December 31, _____, _____ and _____, were prepared in accordance
with International Financial Reporting Standards and give a true and fair view (in conjunction with the notes thereto) of the state of
the Company and its subsidiaries’ affairs as at such dates and of its profit / (loss) and cash flows for the years then ended[,
and the unaudited consolidated financial statements of the Company for the _____-month period ended _______ ___, ______, have been stated
on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference into the Registration
Statement.]
(f) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except
as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or
in the results of operations of the Company and its subsidiaries, together considered as one enterprise.
(g) The
Company (A) has been duly incorporated in, and is validly registered under the laws of, Scotland; (B) has the requisite corporate power
and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate power and authority to execute
and deliver the Indenture, to issue the Notes, and, in each case, to perform its obligations hereunder and thereunder; (C) has the corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus; (D) has been duly qualified as a foreign
corporation
for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure
to be so qualified in any such jurisdiction; and (E) has duly authorized, executed and delivered this Agreement and the Pricing Agreement
and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the Company enforceable in accordance
with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to
general equity principles.
(h) NatWest
Markets Plc (“NWM”) has been duly incorporated in, and is validly registered under the laws of, Scotland, has corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus; and all of the issued and outstanding share capital or capital stock of NWM is owned, directly or indirectly, by the Company.
National Westminster Bank Plc (“NWB”) has been duly incorporated under the laws of England, has corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus;
and all of the issued and outstanding ordinary share capital of NWB is owned, directly or indirectly, by the Company.
(i) The
Indenture has been duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company and, assuming
due authorization, execution and delivery by the Trustee, will constitute the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability,
and may be subject to possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(j) The
forms of Notes have been duly authorized and established in conformity with the provisions of the Indenture and, when the Notes have been
executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof,
the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial
actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(k) Each
of the Indenture and the Notes will conform in all material respects to the descriptions thereof contained in the Disclosure Package and
the Prospectus.
(l) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the United
Kingdom, having jurisdiction over the Company required for the consummation by the Company of the transactions contemplated by this Agreement
or the Pricing Agreement or to permit the Company to effect interest payments in U.S. dollars on the Notes in accordance with the terms
of the Indenture have been obtained and are in full force and effect, except as may be required by U.S. state securities laws (the “Blue
Sky laws”).
(m) The
execution, delivery and performance of this Agreement, the Pricing Agreement and Indenture, the allotment, issuance, authentication, sale
and delivery of the Notes, and the compliance by the Company with the respective terms thereof, and the consummation of the transactions
contemplated hereby and thereby will not conflict with or result in a breach under any agreement or instrument to which the Company is
a party or by which the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action
result in any violation of the provisions of the Memorandum and Articles of Association of the Company or any statute or any order, filing,
rule or regulation of any United States, English, or Scottish court or governmental agency or regulatory body having jurisdiction over
the Company.
(n) The
Company is not, and after giving effect to the offer and sales of the Notes and application of the proceeds thereof as described in the
Prospectus and the Disclosure Package, will not be, required to register as an “investment company”, as defined in the Investment
Company Act of 1940, as amended.
(o) No
event has occurred or circumstances arisen which (after the issuance of the Notes) will constitute, or which, with the giving of notice
and/or the lapse of time would constitute, an Event of Default or a Default under the Notes.
(p) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign,
now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which is required to
be disclosed in the Registration Statement (other than as disclosed therein).
(q) (A)
(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section
13 or 15(d) of the 1934 Act or form of prospectus), and (iii) at the time, the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Notes in reliance on the exemption of
Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act; and
(B) at the earliest time after the filing of the Registration Statement that, the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Notes, the Company was not an “ineligible issuer”
as defined in Rule 405 under the 1933 Act.
(r) Ernst
& Young LLP, who have (i) certified the consolidated financial statements of the Company for the years ended ____________ ___, _______
and ______, and have audited the Company’s internal control over financial reporting and management’s assessment thereof in
respect of such periods [and (ii) reviewed the consolidated financial statements of the Company for the ______-month period ended ____________
___,] are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the rules and regulations
of the Commission thereunder.
(s) Neither
any Issuer Free Writing Prospectus nor the Term Sheet includes any information that conflicts with the information contained in the Registration
Statement, the Disclosure Package and the Prospectus, including any document incorporated therein or any prospectus supplement deemed
to be a part thereof that has not been superseded or modified; provided, however, that the representations and warranties
in this subsection shall not apply to statements in, or omissions from, any such Issuer Free Writing Prospectus or the Term Sheet made
in reliance upon, and in conformity with, information furnished to the Company in writing by any Underwriter through the Representatives
expressly for use in the Issuer Free Writing Prospectus.
(t) None
of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the
Company, or any of its subsidiaries is currently included on the U.S. Treasury Department’s List of Specially Designated Nationals
or otherwise subject to any U.S. sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”);
and the capital raised by the issuance and sale of the Notes will not directly or indirectly be lent, contributed or otherwise made available
to:
(i) any
subsidiary, joint venture partner or other entity under the control of the Company; or
(ii) to
the knowledge of the Company, any other person or entity,
in each case for the purpose of financing the activities
of any person, entity, or government in contravention of any U.S. sanctions administered by OFAC, provided that this sub-clause shall
not apply to the extent that it would result in a breach of (i) EU Regulation (EC) 2271/96 of 22 November 1996 as amended from time to
time and/or any associated and applicable national law, instrument or regulation or (ii) any similar blocking or anti-boycott law in the
United Kingdom.
3. Upon
the execution of the Pricing Agreement applicable to any Notes and authorization by the Representatives of the release of such Notes,
the several Underwriters propose to offer such Notes for sale upon the terms and conditions set forth in the Prospectus (as amended or
supplemented).
4. The
Notes to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least
forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the
account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the purchase
price therefor (as provided in the Pricing Agreement) by wire transfer of immediately available funds to an account designated by the
Company as specified in the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement
or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Notes.
5. The
Company agrees with each of the Underwriters of any Notes that:
(a) The
Company will notify the Representatives immediately on becoming aware of (i) any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information relating to the Registration Statement or the
offering of the Notes, and (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any order preventing or suspending the use of any Preliminary Prospectus or other Prospectus in respect of the Notes, or the issuance
by the Commission of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the 1933 Act or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction,
or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such
stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If
at any time prior to the filing of a final prospectus pursuant to Rule 424(b) of the 1933 Act Regulations, any event occurs as a result
of which the Disclosure Package would then include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will
(i) promptly notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii)
amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any such amendment or supplement to
the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly
all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will
give the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to
the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection
with the offering of the Notes which differs from the Prospectus, whether or not such revised prospectus is required to be filed pursuant
to Rule 424(b) of the 1933 Act Regulations) and will furnish the Representatives with copies of any such amendment or supplement a reasonable
amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any
such prospectus without prior consultation with the Representatives.
(d) The
Company will prepare the Term Sheet, containing solely a description of the final terms of the Notes and the offering thereof, in a form
approved by the Representatives and will file the Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Notes and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing Agreement
relating to the Notes.
(f) The
Company will deliver to each Representative a conformed copy of the Registration Statement as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(g) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus
(including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably request,
and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. on the second business day
prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with
the offering and sale of the Notes and if at such time any event shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered (or in lieu thereof,
the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall be necessary during such period
to amend or supplement the Prospectus, or to file under the 1934 Act any document incorporated by reference in the Prospectus, in order
to comply with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to
each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to
deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Notes
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any
time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the 1933 Act.
(h) The
Company shall at the reasonable request of the Underwriters at any time prior to the completion (in the view of the Underwriters) of distribution
of the Notes, amend or supplement the Prospectus in order to comply with applicable law or the requirements of the New York Stock Exchange
and deliver to the Underwriters from time to time as many copies of the relevant amendment or supplement as the Underwriters may reasonably
request.
(i) The
Company agrees that, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus
or Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933
Act Regulations, other than the Term Sheet.
(j) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to
the Representative and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.
(k) The
Company will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives
shall reasonably request and will maintain such qualifications for as long as the Representatives shall reasonably request; provided
that in connection with any such qualification the Company shall not be required to qualify as a foreign corporation in any such jurisdiction
or to file a general consent to service of process in any such jurisdiction.
(l) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a consolidated basis
(which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including, at the option
of the Company, Rule 158 of the 1933 Act Regulations).
(m) During
the period beginning from the date of the Pricing Agreement for such Notes and continuing to and including the Time of Delivery, the Company
will not offer, sell, contract to sell or otherwise dispose of any securities of the Company which mature more than one year after such
Time of Delivery and which are substantially similar to such Notes (other than (i) the Notes, (ii) securities previously agreed to be
sold by the Company and (iii) commercial paper issued in the ordinary course of business), except as otherwise may be provided in this
Agreement, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment due under the terms of the Notes, the Notes will be listed on a “recognised
stock exchange” within section 1005 of the Income Tax Act 2007 or admitted to trading on a “multilateral trading facility”
operated by “regulated recognised stock exchange” (within the meaning of section 987 of the Income Tax Act 2007).
(o) The
Company will apply the net proceeds from the sale of the Notes as set forth in the Prospectus.
(p) The
Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be eligible for clearance and settlement
through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV or Clearstream Banking, S.A.,
as the case may be.
(q) Prior
to the issuance of the Notes, the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications
and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required for the valid
issuance of the Notes and to permit the Company to make interest payments on the Notes in U.S. dollars.
6. The
Company will pay all expenses incidental to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture
and the Notes including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, any
Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto) and
the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement, the Indenture
and the Blue Sky Survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the Notes
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the Notes to
a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be, or the sale of the Notes to the Underwriters;
(iv) the fees and disbursements of the Company’s counsel and accountants; (v) the qualification of the Notes under the applicable
securities laws in accordance with the provisions of Section 5(k) hereof, including filing fees and the fees and disbursements of counsel
for the Underwriters in connection therewith in an aggregate amount not in excess of $[___] with respect to a particular issue of the
Notes and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey; (vi) the delivery to the Underwriters
of copies of such Blue Sky Survey, if any; (vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii)
all expenses and listing fees in connection with the listing of the Notes, if any, on any stock exchange and the clearance and settlement
of the Notes through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be; (ix) any fees charged
by securities rating services for rating the Notes; (x) the fees and expenses incurred in connection with the filing of any materials
with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any fees associated with a Bloomberg roadshow
presentation; (xii) any stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom or any political subdivision
thereof upon the original issuance by, or on behalf of, the Company of the Notes, the initial delivery of the Notes, the deposit of the
Notes with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be, the purchase by the Underwriters
of the Notes, the sale and delivery of the Notes by the Underwriters to the initial purchasers thereof, and the execution and delivery
of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee and any authorized agent of the
Trustee, and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; and (xiv)
any value added taxes payable in the United Kingdom in respect of any of the above expenses.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 7 or Section 11(a)(i), (v), and (ix) hereof, the Company shall reimburse the Underwriters
for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, except that in the
case of a termination in accordance with Section 11(a)(i), (v), and (ix) hereof, such reimbursement shall include only any expenses actually
incurred (not to exceed $[ ]).
If any United Kingdom value added tax (“VAT”)
is or becomes chargeable on the underwriting commission of any Underwriter under this Agreement and such Underwriter (or the representative
member of any group of which such Underwriter is a member for VAT purposes) is required to account to H.M. Revenue & Customs for such
VAT, the Company shall, subject to the receipt of a valid VAT invoice in respect of such supply, at the same time and in the same manner
as the payment to which such VAT relates, pay an amount equal to such VAT.
7. The
obligations of the Underwriters of any Notes under the Pricing Agreement relating to such Notes shall be subject, at the discretion of
the Representatives, to the condition that all representations and warranties of the Company in or incorporated by reference in the Pricing
Agreement relating to such Notes are, at and as of the Time of Delivery for such Notes, true and correct, the condition that the Company
shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection
of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of
the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other material
required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to the Commission
for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time of Delivery the Company shall have
provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending or preventing the use of the
Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission have been complied with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinions and 10b-5 letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel and U.K. tax
counsel for the Company, with respect to the matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the
Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to the Company, with respect
to the matters set forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion and 10b-5 letter, each dated as of the Time of Delivery, of Milbank LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent registered public accounting firm with respect to the Company who has certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, which,
for the avoidance of doubt is Ernst & Young LLP, shall have furnished to the Representatives a letter, delivered at a time prior to
the execution of the Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’
“comfort letters” and otherwise in form and substance satisfactory to the Representatives.
(d) Ernst
& Young LLP shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that it reaffirms the
statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off” date referred to therein
shall be a date not more than five business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Notes on the New York Stock Exchange.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which
information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated
therein, any material adverse change in the condition, financial or otherwise, or in the results of operations of the Company and its
subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate of the Company executed on its
behalf by an officer of the Company dated as of the Time of Delivery, to the effect that (i) the representations and warranties in Section
2 hereof are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii) the Company has
complied in all material respects with all agreements hereunder and satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and, to the knowledge of the Company, no proceedings for that purpose have been initiated or threatened by the
Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of a deputy secretary of the Company, stating
that to the best knowledge and belief of the deputy secretary signing such certificate after reasonable inquiry, the issue and sale of
the Notes in the manner contemplated in the Disclosure Package and Prospectus do not and will not result in a breach, default or acceleration
of any payment or amount under any contract, agreement or undertaking to which the Company or any of its subsidiaries is a party (or by
which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company and its subsidiaries
taken as a whole.
(h) [There
shall not have occurred any downgrading by one or more notches (for clarity, such downgrade shall exclude a change in rating outlook)
in the rating assigned to any of the Company’s securities by Moody’s Investors Service, Inc., S&P Global Ratings Inc.,
a division of S&P Global Inc., or Fitch Ratings, Inc.]
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Notes, FINRA shall not have
raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section 7 shall
not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement may be terminated
by the Representatives by notice to the Company at any time at or prior to the Time of Delivery, and such termination shall be without
liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions
of Sections 6, 8, 10 and 14 herein shall remain in effect.
8. (a) The Company agrees to indemnify and
hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees, and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be
part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary Prospectus, the Term Sheet, any
Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(b) hereof, the fees and disbursements of counsel
chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through
the Representatives expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus,
the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally agrees to indemnify and hold harmless each of the Company, its directors, each of the officers of the Company who
signed the Registration Statement, the Company’s authorized representative in the United States and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary
prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company
by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the Prospectus
or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it
in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel
to the indemnified party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters of the Notes on the other, from the offering of the Notes to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party
shall, if permitted by applicable law, contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Notes
on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one
hand and such Underwriters on the other, shall be deemed to be in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total underwriting discounts, concessions and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such
Underwriters on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to
this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Notes in this subsection (e) to contribute are several
in proportion to their respective underwriting obligations with respect to such Notes and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of
Section
15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Notes which it is or they are obligated to purchase
under this Agreement and the Pricing Agreement (the “Defaulted Notes”), the Representatives shall have the right, within
36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter, to purchase, or
procure purchasers for, all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein
set forth; provided, however, that if the Representatives shall not have completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Notes does not exceed 10% of the Notes which the Underwriters are obligated to purchase at the Time of Delivery,
the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Notes bear to the underwriting obligations of all non-defaulting Underwriters,
or
(b) if
the number of Defaulted Notes exceeds 10% of the Notes which the Underwriters are obligated to purchase or procure purchasers for at the
Time of Delivery, the Pricing Agreement relating to such Notes shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section 9 shall
relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not
result in a termination of the relevant Pricing Agreement, either the Representatives or the Company shall have the right to postpone
the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers
of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Notes
to the Underwriters pursuant to this Agreement.
11. (a) The Representatives may terminate this Agreement, immediately
upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since the date of the Pricing Agreement or
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except
as otherwise set forth or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results
of operations, of the Company and its subsidiaries considered as one enterprise, or (ii) if there has occurred any outbreak or escalation
of hostilities involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national
emergency or war, or (iii) the occurrence of another calamity or crisis or any change in financial,
political or economic conditions or currency exchange rates or controls
in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in clause (ii) and (iii) in the judgment
of the Representatives (after consultation with the Company if practicable) makes it impracticable or inadvisable to market the Notes
or enforce contracts for the sale of the Notes in the manner contemplated in the Prospectus, or (iv) if there has occurred a suspension
or material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any other stock
exchange on which the Company’s securities are listed, or (v) if there has occurred a suspension or material limitation in trading
the Company’s securities on the New York Stock Exchange or the London Stock Exchange, or (vi) if there has occurred a material adverse
change in the financial markets in the United States or in the international financial markets, or (vii) if a banking moratorium on commercial
banking activities has been declared by the relevant authorities in New York or London, or a material disruption in commercial banking
or securities settlement or clearance services in the United States or the United Kingdom has occurred, or (viii) if there has occurred
a change or development involving a prospective change in the United States or the United Kingdom taxation which has, or will have, a
material adverse effect on the Company or the Notes or the transfer thereof, or (ix) if there is any downgrading by one or more notches
in the rating assigned to any of the Company’s debt securities, preference shares, American depositary shares representing preference
shares or American depositary receipts evidencing American depositary shares representing preference shares, or a public announcement
that such rating is under surveillance or review for a possible change to negative outlook, in each case, by Moody’s Investors Service,
Inc., S&P Global Ratings Inc., a division of S&P Global Inc., or Fitch, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other
party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and
14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Notes shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing
Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or email transmission to the address of the
Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail or email transmission
to the address of the Company set forth in the Registration Statement, Attention: Company Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail or email transmission to such Underwriter at its
address set forth in its Underwriters’ Questionnaire which address will be supplied to the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters
and the Company and their respective successors and the controlling persons and officers, directors and authorized representative of the
Company referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement
and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters and the
Company and their respective successors, and said controlling persons and officers, directors and authorized representative of the Company
and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) The Company irrevocably consents
and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Agreement or the Pricing Agreement may be brought in the courts
of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby
irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally
with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers [CT Corporation System, 28 Liberty St., New York, NY 10005], as its designee,
appointee and agent to take process, receive and forward process or to be served with process for and on its behalf of any and all legal
process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any such United States or
State court which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If
for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate
a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory to the Representatives.
The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents
out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service
of process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or
such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, first class, postage
prepaid, to each of them at their respective addresses specified in or designated pursuant to this Agreement. The Company agrees that
the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed
to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted
by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in any
jurisdictions, and in any manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to
the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions,
suits or proceedings arising out of or in connection with this Agreement or the Pricing Agreement brought in the United States federal
courts or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection
with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company; and
(b) it has complied and will comply with all applicable
provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom.
16. a)
Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Notes to which this Agreement relates, to any retail investor in the European Economic Area.
For the purposes of this provision the expression retail investor means a person who is one (or more) of the following:
| (i) | a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); or |
| (ii) | a customer within the meaning of Directive 2016/97/EU (as amended or superseded), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. |
| b) | Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes to which this Agreement relates, to any retail investor in the United Kingdom. For
the purposes of this provision the expression retail investor means a person who is one (or more) of the following: |
| (i) | a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or |
| (ii) | a customer within the meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. |
17. Each
Underwriter severally and not jointly represents and agrees that it has complied with, and will comply with, any selling restrictions
set forth under “Underwriting/Conflicts of Interest—Selling Restrictions” in the Preliminary Prospectus and the Prospectus.
18. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Notes pursuant to this Agreement is
an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which
any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising
the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services
of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process
leading thereto.
19. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
20. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference
to conflict of laws provisions thereof. Specified times of day refer to New York City time.
21. (a)
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between
the Company (the “UK Bail-in Party”) and the Underwriters, each Underwriter acknowledges and accepts that a UK Bail-in
Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and
acknowledges, accepts, and agrees to be bound by:
(i)
the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability
of the UK Bail-in Party to the Underwriters under this agreement, that (without limitation) may include and result in any of the following,
or some combination thereof:
| 1. | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| 2. | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person, and the issue to or conferral on the Underwriters of such shares, securities or
obligations; |
| 3. | the cancellation of the UK Bail-in Liability; |
| 4. | the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary period; |
(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the
exercise of UK Bail-in Powers by the relevant UK resolution authority.
(b) For the purposes of paragraph (a) above:
“UK Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or
failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration
or other insolvency proceedings).
“UK Bail-in Liability”
means a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Powers” means the
powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate
of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person such liability, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of such liability.
22. Where
a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD
undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being
an “Affected Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination
right under this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution
Regime if this Agreement were governed by the laws of any part of the United Kingdom.
For the purpose of this Section 22, “resolution
measure” means a “crisis prevention measure”, “crisis management measure” or “recognised third-country
resolution action”, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorized Persons: Stay in Resolution
Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however,
that “crisis prevention measure” shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules;
“BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have
the respective meanings given in the PRA Contractual Stay Rules.
23. (a) In the event that any party that
is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement
and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States.
In the event that any party that is a Covered Entity
or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the
United States. The requirements of this paragraph (a) apply notwithstanding the following paragraph (b).
(b) Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of paragraph (a), no party to this
Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this Agreement that
is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to Insolvency Proceedings, except to the extent
the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.
After a BHC Act Affiliate of a party that is a
Covered Entity has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against
such Covered Entity with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear
and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) For
the purposes of this Section 23:
“BHC Act Affiliate” of a party
means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;
“Covered Entity” means any of
the following:
| (i) | a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); |
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable;
“Insolvency Proceeding” means
a receivership, insolvency, liquidation, resolution, or similar proceeding; and
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
24. References
to European Union Regulations or Directives in this Agreement include, in relation to the United Kingdom, those Regulations or Directives
as they form part of United Kingdom domestic law by virtue of the EUWA or have been implemented in United Kingdom domestic law, as appropriate.
25. This
Agreement may be executed in one or more counterparts (which may include counterparts delivered by any form of electronic communication
or telecommunication), each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. The words “execution,” “signed,” “signature” and words of like import in this
Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or
stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of
a paper-based record-keeping system to the fullest extent permitted by applicable law, domestic or foreign, including, without limitation,
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
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If the foregoing is in accordance with your understanding,
please sign and return to us
one counterpart hereof.
|
Very truly yours, |
|
|
|
NATWEST GROUP PLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
[Signature page to the Pricing Agreement]
Accepted as of the date hereof:
For themselves and as Representatives of the several Underwriters
[Signature page to the Pricing Agreement]
ANNEX I
Pricing Agreement
[Names of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________ __, ____
Ladies and Gentlemen:
NatWest Group plc, a public limited company incorporated
under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting Agreement”) among the Company
on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the
“Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).
Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the
date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case
may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the
Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed
to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of themselves and on behalf of each of the Underwriters of the Notes pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule
II hereto.
An amendment to the Registration Statement, or
a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to
be filed with the Commission.
Subject to the terms and conditions set forth herein
(including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue
and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, or to procure
purchasers to purchase from the Company, at the time and place and
at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Notes set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance
with your understanding, please sign and return to us one counterpart hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters and the Company.
The Underwriters agree as among themselves
that they will be bound by and will comply with the Master Agreement Among Underwriters dated ____________ ___, _____ governing the relationship
among NatWest Markets Securities Inc. and the underwriters parties thereto (the “Agreement Among Underwriters”) with respect
to the Notes and further agree that (so far as the context permits) references in the Agreement Among Underwriters to “Underwriter”
shall refer to the Underwriters herein.
[The rest of this page is intentionally left
blank.]
|
Very truly yours, |
|
|
|
NATWEST GROUP PLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
[Signature page to the Pricing Agreement]
Accepted as of the date hereof:
For themselves and as Representatives of the several Underwriters
[Signature page to the Pricing Agreement]
SCHEDULE I
|
|
Principal Amount of Notes to be Purchased |
|
|
|
[Names of Representatives] |
|
[ ] |
[Names of other Underwriters] |
|
[ ] |
|
Total: |
[ ] |
SCHEDULE II
Capitalized terms used herein, unless otherwise
stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Notes:
Subordinated Tier 2 Notes due 20[ ] (the “Notes”)
Aggregate principal amount
of Notes:
$[ ] principal amount of the Notes
Price to Public:
[ ]% of the principal amount of the Notes
Purchase Price by Underwriters:
[ ]% of the principal amount of the Notes
Underwriting Commission:
[ ]% for the Notes
Form of Securities:
Book-entry only form represented by one
or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, S.A., as the case may be.
Specified funds for payment
of purchase price:
Wire transfer of immediately available funds
Applicable time:
[ ] a.m. (New York time), ________ __, ____
Time of Delivery:
9:30 a.m. (New York time), ________ __, ____
Indenture:
Subordinated Debt Securities Indenture
dated as of December 4, 2012, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as amended
and supplemented by the First Supplemental Indenture dated December 4, 2012, the Fourth Supplemental Indenture dated December May 28,
2014 the Sixth Supplemental Indenture dated August 19, 2020 and a supplemental indenture to be dated on or around ____________ ___, _____.
Maturity Date:
[ ] 20[ ] for
the Notes
Interest Rate:
| - | from (and including) [ ], 20[ ], to (but excluding) [ ], 20[ ], [ ]% per annum; and |
| - | from (and including) [ ], 20[ ] to (but excluding) maturity, a rate per annum equal to the applicable U.S. Treasury Rate as determined
by the Calculation Agent on the Reset Determination Date, plus [ ] %. |
Interest Payment Dates:
Interest on the Notes will be paid semi-annually
in arrear on [ ] and [ ] of each year, beginning on [ ] , 20[ ], to (and including) maturity.
Interest Record Dates:
The regular record dates
for the Notes will be the 15th calendar day immediately preceding each Interest Payment Date, whether or not a business day.
Interest Rate Reset Date:
Interest will be reset
on [ ], 20[ ].
Redemption Provisions:
The Notes may be redeemed as described in the Prospectus.
U.K. Bail-In
Power:
The Notes may be subject to the U.K. bail-in
power as described in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing location for delivery
of Notes:
Offices of Davis Polk & Wardwell London
LLP, 5 Aldermanbury Square
London EC2V 7HR, United Kingdom
Names and addresses of
Representatives:
Designated Representatives: [ ]
Address for Notices: [ ]
CUSIP:
[ ] for the Notes
ISIN:
[ ] for the Notes
Stock Exchange Listing:
The Company intends to apply to list the
Notes on the New York Stock Exchange in accordance with its rules.
Other Terms:
The Notes will have additional terms as
more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.
ANNEX II
Issuer Free
Writing Prospectuses
Annex II(a) Issuer
Free Writing Prospectuses included in the Disclosure Package
[ ]
Annex II(b) Issuer
Free Writing Prospectuses not included in the Disclosure Package
[ ]
ANNEX III
Pricing Term
Sheet
ANNEX IV
FORM OF OPINION OF
DAVIS POLK & WARDWELL
LONDON LLP, U.S. COUNSEL AND U.K. TAX COUNSEL FOR THE COMPANY
[Form of U.S. Opinion]
To be included as a Statement of
Fact before the opinion: The Registration Statement became effective under the 1933 Act and the Indenture qualified under the Trust Indenture
Act upon the filing of the Registration Statement with the Commission on [ ], 2024 pursuant to Rule 462(e).
Based upon the foregoing, and subject
to the additional assumptions and qualifications set forth below, we are of the opinion that:
1.
Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Scots law is
concerned, the Underwriting Agreement has been duly executed and delivered by the Company.
2.
Assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Scots law is concerned,
the Indenture has been duly executed and delivered by the Company, and the Indenture (other than the terms expressed to be governed by
Scots law as to which we express no opinion) is a valid and binding agreement of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights[, provided that we express no opinion as to the validity, legally binding effect
or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes
to the extent determined to constitute unearned interest.]1.
3.
Assuming that the Notes have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the
Notes (other than the terms expressed to be governed by Scots law as to which we express no opinion), when the Notes are executed and
authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting
creditors’ rights, and will be entitled to the benefits of the Indenture (other than the terms expressed to be governed by Scots
law as to which we express no opinion) pursuant to which such Notes are to be issued[, provided that we express no opinion as to the validity,
legally binding effect or enforceability of
any provision that permits holders to collect any portion
of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.].1
1
To be retained to the extent the Notes are offered at a discount.
4.
Assuming that each of the Underwriting Agreement and the Indenture has been duly authorized, executed and delivered by the Company
insofar as Scots law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant
to Section 14(a) of the Underwriting Agreement and Section 1.14 of the Indenture, validly and irrevocably submitted to the non-exclusive
personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan, the City of New York,
New York (each a “New York Court”), in any action arising out of or relating to the Underwriting Agreement and the
Indenture or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so,
any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably appointed CT Corporation System
as its authorized agent for the purposes described in Section 14(b) of the Underwriting Agreement and Section 1.14 of the Indenture; and
service of process effected on such agent in the manner set forth in Section 14(b) of the Underwriting Agreement and Section 1.14 of the
Indenture will be effective to confer valid personal jurisdiction on the Company.
5.
The Company is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as
described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.
6.
The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement,
the Indenture and the Notes (collectively, the “Documents”), will not contravene any provision of the statutory laws
of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business
corporations in relation to transactions of the type contemplated thereby, provided that we express no opinion as to federal or state
securities laws.
7.
No consent, approval, authorization or order of, or qualification with, any governmental body or agency under the laws of the State
of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations
in relation to transactions of the type contemplated by the Documents is required for the execution, delivery and performance by the Company
of its obligations under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which
we express no opinion.
8.
The choice of Scots law as the proper law to govern the provisions contained in Section 2.01, Section 5.03 (in relation to waiver
of the right to set-off by the holders and by the trustee on behalf of holders) and Section 12.01 of the Indenture should be upheld as
a valid choice of law by a New York Court and applied by such courts in proceedings relating to the obligations of the parties under the
Indenture, unless the application of Scots law would contravene the public policy of the State of New York or U.S. federal law. We are
not aware of any public policy of the State of New York or of U.S. federal law that would be impugned
by the enforcement
of the express provisions of these provisions of the Indenture. For the purposes of this paragraph, we have assumed that consent to the
choice of law provisions contained in Section 1.12 of the Indenture was not obtained from any party to the Indenture by improper means
or mistake, that the legal questions as to Scots law at issue in any suit or proceeding with regard to the Indenture would be governed
by principles that had been considered and decided under Scots law before initiation of such suit or proceeding, and thus would not be
questions of first impression for a Scottish court and that a Scottish court would itself enforce the choice of law provisions contained
in Section 1.12 of the Indenture.
We express no opinion with respect to the provisions
in the Notes relating to the acknowledgement of and consent to the exercise of any U.K. bail-in power (as defined therein) or Article
4 of the __________ Supplemental Indenture.
We have considered the statements included in the Base
Prospectus under the caption “Description of Debt Securities” and in the Prospectus Supplement under the caption “Description
of the Subordinated Notes” insofar as they summarize provisions of the Indenture and the Notes. In our opinion, such statements
fairly summarize these provisions in all material respects. The statements included in the Prospectus Supplement under the caption “UK
and
US Federal Tax Consequences”, insofar as they purport
to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, in our opinion fairly and accurately
summarize the matters referred to therein in all material respects.
[Form of UK Tax Opinion]
On the basis of our examination of the documents listed
in the Schedule to this opinion and the other matters referred to in this opinion, and subject to the assumptions set out in this opinion
and any matters not disclosed to us, we are of the opinion that:
1.
The statements in the Prospectus Supplement under the section headed “UK and US Federal Tax Consequences”, insofar
as such statements constitute a general summary of both current United Kingdom tax law and generally published practice of H.M. Revenue
and Customs relevant to the issue of the Notes, fairly and accurately summarise the matters referred to therein.
2.
No United Kingdom stamp duty or stamp duty reserve tax, capital duty, registration or other issue or documentary taxes (“UK
stamp taxes”) should be payable by the Underwriters on (A)(i) the creation, issue or delivery by, or on behalf of, the Company
of the Notes, provided that the Notes comprise loan capital falling within Section 79(4) and not within Section 79(5) or (6) of the Finance
Act 1986, or (ii) the creation or issue by the Company of the Notes, provided no Underwriter is a person falling within any of Sections
93(2), 93(3) or 96(1) of the Finance Act 1986 and any other person falling within any of Sections 93(2), 93(3) or 96(1) of the Finance
Act 1986 to whom the Notes are issued does not seek to pass on the cost of any UK stamp taxes falling on them to any Underwriter; or (B)
the execution and delivery of the Pricing Agreement or the Underwriting Agreement.
FORM OF 10b-5 LETTER OF
DAVIS POLK & WARDWELL LONDON
LLP, U.S. COUNSEL FOR THE COMPANY
On the basis of the information gained
in the course of the performance of the services rendered above, but without independent check or verification except as stated above:
1.
the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the
requirements of the Act and the applicable rules and regulations of the Commission thereunder; and
2.
nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Notes:
| a. | on the date of the Underwriting Agreement, the Registration
Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, |
| b. | at the Applicable Time the Disclosure Package contained any
untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or |
| c. | the Prospectus as of the date of the Underwriting Agreement
or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
In providing this letter to you
and the other several Underwriters, we have not been called to pass upon, and we express no view regarding: (1) the financial statements
or financial schedules or other financial or accounting data included in the Registration Statement, the Disclosure Package or the Prospectus
or (2) the Statement of Eligibility of the Trustee on Form T-1. It is understood that, for the purpose of this letter, any data furnished
in accordance with subpart 1400 of Regulation S-K under the Act is financial data. In addition, we express no view as to the conveyance
of the Disclosure Package or the information contained therein to investors.
ANNEX V
FORM OF OPINION OF
CMS CAMERON MCKENNA NABARRO
OLSWANG LLP, SCOTTISH SOLICITORS TO THE COMPANY
Based upon and subject to the foregoing
and subject to the qualifications set out below and to any matters not disclosed to us, it is our opinion that so far as the present law
of Scotland is concerned:
(1)
The Company has been duly incorporated in Great Britain as a limited liability company and is validly registered under the law
of Scotland, is not in liquidation, and has the corporate power and authority under such law to conduct its business as described in the
Prospectus and/or the Prospectus Supplement.
(2)
The Notes (in global or definitive form) (when executed by the Company in accordance with the Indenture), insofar as Scots law
governs the formalities of execution and delivery thereof, will have been duly executed by or on behalf of the Company, and (upon their
issue, authentication and delivery in accordance with the terms of the Pricing Agreement, the Underwriting Agreement and the Indenture)
will have been duly issued and delivered, and they will constitute legally valid and binding and enforceable obligations of the Company.
(3)
The creation and issue of the Notes and the execution, delivery and performance by the Company of the Agreements are within the
corporate power of the Company and have been duly authorised by all necessary corporate action of the Company.
(4)
The obligations on the part of the Company under the Agreements are legally valid and binding and enforceable against the Company.
(5)
No authorisations, approvals, consents or licences of governmental, judicial or public bodies or authorities of or in Scotland
(together consents) are required by the Company as a result of the Company being a Scottish registered company for the valid execution,
issue and delivery of the Notes.
(6)
Neither the execution, delivery and performance by the Company of the Agreements, nor the execution, issue and delivery of the
Notes, will of itself result in any violation in any material respect of:
| (a) | the Memorandum or Articles of Association of the Company;
or |
| (b) | any existing applicable mandatory provision of Scots law or
regulation; or |
| (c) | any existing judgment, order or decree of any Scottish court. |
(7)
The Underwriters would under current practice of the Scottish courts (assuming the effect of Section 14 of the Underwriting Agreement
is not to prorogate the exclusive
jurisdiction of the courts of the United States of
America or the State of New York specified therein (each a New York Court)) be permitted to commence proceedings in the Scottish
courts for enforcement of the Underwriting Agreement and the Pricing Agreement, and the Scottish courts would accept jurisdiction in any
proceedings for so long as the Company remains domiciled in Scotland and, upon proper averments being made in a Scottish court in any
such proceedings, the choice of the law of the State of New York as the governing law of the Underwriting Agreement would be upheld as
a valid choice of law by that court.
(8)
The Agreements have, insofar as Scots law governs the formalities of execution and delivery thereof, been duly executed and delivered
by or on behalf of the Company.
(9)
The (i) submission by the Company in Section 14 of
the Underwriting Agreement to the jurisdiction of the New York Courts, and the designation, appointment and empowerment by the Company
under the said Section 14 of an agent for service, and (ii) the designation, appointment and empowerment by the Company of an agent for
service under Section 1.14 of the Indenture, would be upheld by the Scottish courts as valid and effective.
(10)
In relation to any Agreement which is expressed to
be governed by the law of the State of New York as its governing law, a judgment of the New York Courts as the relevant forum would be
recognised in Scotland through an action of decree–conform under common law in the Court of Session in Scotland, assuming that
(1) the court which issued the judgment had jurisdiction and acted judicially with no element of unfairness, (2) such judgment was final,
not obtained by fraud, or a revenue or penal action, remained capable of enforcement in the place it was pronounced and was not contrary
to natural justice, and (3) enforcement of the judgment is not contrary to Scottish public policy.
(11)
Each holder of a Note is (if and when a valid cause of action which is enforceable by a Holder (as defined in the Indenture) arises
under the Notes), entitled to sue as claimant in the Scottish courts for the enforcement of its rights against the Company, and such entitlement
will not be subject to any conditions which are not applicable to residents of Scotland, save that a Scottish court may require a person
who is not resident in Scotland to provide security for costs.
ANNEX VI
FORM OF OPINION OF MILBANK
LLP, COUNSEL FOR THE UNDERWRITERS
Based upon and subject to the
foregoing, and subject also to the assumptions and qualifications set forth below, and having regard to legal considerations we deem relevant,
we are of the opinion that:
1.
The Underwriting Agreement (including the Pricing Agreement) has been duly executed and delivered by the Issuer, to the extent
that the execution and delivery thereof are governed by the laws of the State of New York.
2.
The Indenture has been duly executed and delivered by the Issuer to the extent such execution and delivery is a matter of New York
law, and constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms,
except (A) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer, or similar laws relating to or affecting creditors’ rights generally, and subject to the possible judicial application
of foreign laws or governmental action affecting creditors’ rights generally; and (B) as the enforceability thereof is subject to
the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (i)
the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.
3.
The Notes have been duly executed and delivered by the Issuer, to the extent such execution is a matter of New York law, and, when
authenticated by the Trustee in accordance with the Indenture and issued and paid for as provided in the Underwriting Agreement (including
the Pricing Agreement), the Notes (other than the terms governed by Scots law as to which we express no opinion and subject to the qualifications
in paragraph 2 above) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with
their terms and entitled to the benefits of the Indenture (other than the terms governed by Scots law as to which we express no opinion).
4.
The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
5.
The statements set forth in the Disclosure Package and the Prospectus under the captions “Description of the Subordinated
Notes” and “Description of Debt Securities”, in each case, insofar as such statements purport to summarize certain provisions
of the Indenture and the Notes, fairly summarize in all material respects such provisions.
6.
Subject to the limitations and qualifications stated therein, the statement set forth in the Disclosure Package and the Prospectus
under the caption “UK and U.S. Federal Tax Consequences”, in each case to the extent they purport to summarize U.S. federal
income tax
laws referred to therein, fairly summarize in all
material respects such U.S. federal tax income laws.
7.
Each of the Registration Statement, as of its most recent effective date, the Disclosure Package, as of the Applicable Time, and
the Prospectus, as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the applicable
requirements of the Securities Act and the rules and regulations thereunder, except that we express no opinion and make no statement as
to any financial statements and other financial and accounting information and data included or incorporated by reference therein. In
rendering this opinion we take no responsibility for the accuracy, completeness or fairness of the statements made in the Registration
Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs 5 and 6.
FORM OF 10b-5 LETTER OF MILBANK
LLP,
COUNSEL FOR THE UNDERWRITERS
On the basis of and subject to the
foregoing we confirm to you that nothing has come to our attention that causes us to believe that:
(i)
the Registration Statement (other than the financial statements and schedules and other financial and accounting information and
data and that part of the Registration Statement that constitutes the Form T-1, as to which we express no belief and make no statement),
as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not misleading;
(ii)
the Disclosure Package (other than the financial statements and other financial and accounting information and data, as to which
we express no belief and make no statement), as of the Applicable Time, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; or
(iii)
the Prospectus (other than the financial statements and other financial and accounting information and data, as to which we express
no belief and make no statement), as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
Exhibit 1.3
NATWEST GROUP PLC
Underwriting Agreement
$[ ]
[ ]% Senior Debt Securities
Due _____
__________ ____
[NAMES OF REPRESENTATIVES]
As Representatives of the several
Underwriters (as defined below) named in Schedule I
to the Pricing Agreement (as defined below)
Ladies and Gentlemen:
From time to time NatWest Group plc, a public limited
company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to enter into one or more
Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several
firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect
to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt
securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Notes”).
The terms of, and rights attached to, any particular
issuance of Notes shall be as specified in the Pricing Agreement relating thereto and in or pursuant to an amended and restated Indenture
dated December 13, 2017 (the “Base Indenture”), between the Company and The Bank of New York Mellon, acting
through its London Branch, as trustee (the “Trustee”) and as supplemented and amended by the Seventh Supplemental Indenture
dated August 19, 2020 (the “Seventh Supplemental Indenture”) and, as amended and supplemented by a supplemental indenture
between the Company and the Trustee to be dated on or about ____________ ___, _____ (together with the Base Indenture and the Seventh
Supplemental Indenture, the “Indenture”). The offering of the Notes will be governed by this Agreement, as supplemented
by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed
to incorporate the Pricing Agreement
1. Particular
sales of the Notes may be made from time to time to the Underwriters of such Notes, or to purchasers procured by them, for whom the firms
designated as representatives of the Underwriters of such Notes in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives.
This Agreement shall not be construed as an obligation of the Company to sell any of the Notes or as an obligation of any of the Underwriters
to purchase, or procure purchasers for, the Notes. The obligation of the Company to issue and sell any of the Notes and the obligation
of any of the Underwriters to purchase, or procure purchasers for, any of the Notes shall be evidenced by the Pricing Agreement with respect
to the Notes specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Notes, the initial public
offering price of such
Notes, the
purchase price to the Underwriters of such Notes, the names of the Underwriters of such Notes, the names of the Representatives of such
Underwriters and the principal amount of such Notes to be purchased by each Underwriter, or by purchasers procured by such Underwriter,
and shall set forth the date, time and manner of delivery of such Notes and payment therefor. The Pricing Agreement shall also specify
(to the extent not set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below)
and prospectus with respect thereto) the terms of such Notes. A Pricing Agreement shall be in the form of an executed writing (which
may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed
to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing
Agreement shall be several and not joint.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under
Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No. 333-__________) and related
prospectus for the registration of, among other securities, certain debt securities of the Company, including the Notes, in accordance
with the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3, as amended
(including by any post-effective amendment thereto) to the date on which it became effective prior to the date of this Agreement (including
any prospectus supplement relating to the Notes and any other information, if any, deemed to be part of such registration statement pursuant
to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any,
incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the
“Prospectus”, respectively, except that if any revised prospectus or prospectus supplement shall be provided to the
Underwriters by the Company for use in connection with the offering of the Notes which differs from the Prospectus on file at the Commission
at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations), the term “Prospectus” shall refer to such revised prospectus
or include such prospectus supplement, as the case may be, from and after the time such revised prospectus or prospectus supplement is
first provided to the Underwriters for such use and if the Company files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities
Exchange Act of 1934, as amended (the “1934 Act”), after the Registration Statement became effective and prior to the
termination of the offering of the Notes by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K,
are designated as being incorporated by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus”
shall refer to said prospectus as modified to include the documents so filed from and after the time said documents are filed with or
furnished to the Commission. The term “Preliminary Prospectus” means any preliminary form of the Prospectus (including
any preliminary prospectus supplement) which is used prior to the filing of the Prospectus and first filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning set forth in Rule 405
of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 of the
1933 Act Regulations. Any Issuer Free Writing Prospectus, the use of which has been consented to by the Representatives, is identified
in Annex II hereto. The term “Disclosure Package” means (i) the
Preliminary
Prospectus, (ii) any Issuer Free Writing Prospectus identified in Annex II(a) hereto, (iii) the final term sheet prepared and filed pursuant
to Section 5(d) of this Agreement (the “Term Sheet”) included in Annex III hereto and (iv) any other Free Writing
Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable Time” means the
time designated as such in the Pricing Agreement.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as
of the Time of Delivery referred to in Section 4 hereof that:
(a) (i)
An “automatic shelf registration statement” as defined under Rule 405 under the 1933 Act on Form F-3 (File No. 333-__________)
in respect of the Notes has been filed with the Commission not earlier than three years prior to the date hereof; such registration statement,
and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration
statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and
no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the 1933 Act has been received by the Company; and (ii) no order preventing or suspending the use of the Prospectus,
any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission.
(b) (i)
The Disclosure Package does not include an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) any individual Issuer
Free Writing Prospectus, when considered together with the Disclosure Package, did not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply
to statements in, or omissions from, the Disclosure Package or any such Issuer Free Writing Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Disclosure
Package.
(c) The
Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in, or omissions from, the Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration
Statement or Prospectus, provided, further, that the representations and warranties in this subsection shall not apply to
that part of the Registration Statement that constitutes the Statement of Eligibility (the “Form T-1”) under the U.S.
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(d) The
documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, at the time they were filed
with the Commission or when they become effective, complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the Commission thereunder (the “1934 Act Regulations”) and, at each time the Registration Statement
became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and any further documents deemed to be or, in the case of a Report on Form 6-K, designated as being incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus, after the date of this Agreement but prior to the termination of the offering of
Notes, will, when they are filed with or furnished to the Commission, comply in all material respects with the requirements of the 1934
Act and the 1934 Act Regulations, and, when read together with the other information included or incorporated in the Registration Statement,
the Disclosure Package and the Prospectus, will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, provided that the representations and warranties
in this subsection shall not apply to the Form T-1 of the Trustee.
(e) The
audited consolidated financial statements of the Company for the years ended December 31, _____, _____ and _____, were prepared in accordance
with International Financial Reporting Standards and give a true and fair view (in conjunction with the notes thereto) of the state of
the Company and its subsidiaries’ affairs as at such dates and of its profit / (loss) and cash flows for the years then ended[,
and the unaudited consolidated financial statements of the Company for the _____-month period ended _______ ___, ______, have been stated
on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference into the Registration
Statement.]
(f) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except
as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or
in the results of operations of the Company and its subsidiaries, together considered as one enterprise.
(g) The
Company (A) has been duly incorporated in, and is validly registered under the laws of, Scotland; (B) has the requisite corporate power
and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate power and authority to execute
and deliver the Indenture, to issue the Notes, and, in each case, to perform its obligations hereunder and thereunder; (C) has the corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus; (D) has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties or conducts
any business
so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction; and (E) has duly authorized, executed and delivered this Agreement and the Pricing Agreement and this Agreement
and the Pricing Agreement constitute the valid and legally binding agreement of the Company enforceable in accordance with their terms,
except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity
principles.
(h) NatWest
Markets Plc (“NWM”) has been duly incorporated in, and is validly registered under the laws of, Scotland, has corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus; and all of the issued and outstanding share capital or capital stock of NWM is owned, directly or indirectly, by the Company.
National Westminster Bank Plc (“NWB”) has been duly incorporated under the laws of England, has corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus;
and all of the issued and outstanding ordinary share capital of NWB is owned, directly or indirectly, by the Company.
(i) The
Indenture has been duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company and, assuming
due authorization, execution and delivery by the Trustee, will constitute the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability,
and may be subject to possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(j) The
forms of Notes have been duly authorized and established in conformity with the provisions of the Indenture and, when the Notes have been
executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof,
the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial
actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(k) Each
of the Indenture and the Notes will conform in all material respects to the descriptions thereof contained in the Disclosure Package and
the Prospectus.
(l) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the United
Kingdom, having jurisdiction over the Company required for the consummation by the Company of the
transactions
contemplated by this Agreement or the Pricing Agreement or to permit the Company to effect interest payments in U.S. dollars on the Notes
in accordance with the terms of the Indenture have been obtained and are in full force and effect, except as may be required by U.S.
state securities laws (the “Blue Sky laws”).
(m) The
execution, delivery and performance of this Agreement, the Pricing Agreement and Indenture, the allotment, issuance, authentication, sale
and delivery of the Notes, and the compliance by the Company with the respective terms thereof, and the consummation of the transactions
contemplated hereby and thereby will not conflict with or result in a breach under any agreement or instrument to which the Company is
a party or by which the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action
result in any violation of the provisions of the Memorandum and Articles of Association of the Company or any statute or any order, filing,
rule or regulation of any United States, English, or Scottish court or governmental agency or regulatory body having jurisdiction over
the Company.
(n) The
Company is not, and after giving effect to the offer and sales of the Notes and application of the proceeds thereof as described in the
Prospectus and the Disclosure Package, will not be, required to register as an “investment company”, as defined in the Investment
Company Act of 1940, as amended.
(o) No
event has occurred or circumstances arisen which (after the issuance of the Notes) will constitute, or which, with the giving of notice
and/or the lapse of time would constitute, an Event of Default or a Default under the Notes.
(p) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign,
now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which is required to
be disclosed in the Registration Statement (other than as disclosed therein).
(q) (A)
(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section
13 or 15(d) of the 1934 Act or form of prospectus), and (iii) at the time, the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Notes in reliance on the exemption of
Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act; and
(B) at the earliest time after the filing of the Registration Statement that, the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Notes, the Company was not an “ineligible issuer”
as defined in Rule 405 under the 1933 Act.
(r) Ernst
& Young LLP, who have (i) certified the consolidated financial statements of the Company for the years ended ____________ ___, _______
and ______, and have audited the Company’s internal control over financial reporting and
management’s
assessment thereof in respect of such periods [and (ii) reviewed the consolidated financial statements of the Company for the ______-month
period ended ____________ ___,] are an independent registered public accounting firm with respect to the Company as required by the 1933
Act and the rules and regulations of the Commission thereunder.
(s) Neither
any Issuer Free Writing Prospectus nor the Term Sheet includes any information that conflicts with the information contained in the Registration
Statement, the Disclosure Package and the Prospectus, including any document incorporated therein or any prospectus supplement deemed
to be a part thereof that has not been superseded or modified; provided, however, that the representations and warranties
in this subsection shall not apply to statements in, or omissions from, any such Issuer Free Writing Prospectus or the Term Sheet made
in reliance upon, and in conformity with, information furnished to the Company in writing by any Underwriter through the Representatives
expressly for use in the Issuer Free Writing Prospectus.
(t) None
of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the
Company, or any of its subsidiaries is currently included on the U.S. Treasury Department’s List of Specially Designated Nationals
or otherwise subject to any U.S. sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”);
and the capital raised by the issuance and sale of the Notes will not directly or indirectly be lent, contributed or otherwise made available
to:
(i) any
subsidiary, joint venture partner or other entity under the control of the Company; or
(ii) to
the knowledge of the Company, any other person or entity,
in each case for the purpose of financing the activities
of any person, entity, or government in contravention of any U.S. sanctions administered by OFAC, provided that this sub-clause shall
not apply to the extent that it would result in a breach of (i) EU Regulation (EC) 2271/96 of 22 November 1996 as amended from time to
time and/or any associated and applicable national law, instrument or regulation or (ii) any similar blocking or anti-boycott law in the
United Kingdom.
3. Upon
the execution of the Pricing Agreement applicable to any Notes and authorization by the Representatives of the release of such Notes,
the several Underwriters propose to offer such Notes for sale upon the terms and conditions set forth in the Prospectus (as amended or
supplemented).
4. The
Notes to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least
forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the
account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the purchase
price
therefor
(as provided in the Pricing Agreement) by wire transfer of immediately available funds to an account designated by the Company as specified
in the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place
and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time
of Delivery” for such Notes.
5. The
Company agrees with each of the Underwriters of any Notes that:
(a) The
Company will notify the Representatives immediately on becoming aware of (i) any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information relating to the Registration Statement or the
offering of the Notes, and (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any order preventing or suspending the use of any Preliminary Prospectus or other Prospectus in respect of the Notes, or the issuance
by the Commission of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the 1933 Act or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction,
or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such
stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If
at any time prior to the filing of a final prospectus pursuant to Rule 424(b) of the 1933 Act Regulations, any event occurs as a result
of which the Disclosure Package would then include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will
(i) promptly notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii)
amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any such amendment or supplement to
the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly
all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will
give the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to
the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection
with the offering of the Notes which differs from the Prospectus, whether or not such revised prospectus is required to be filed pursuant
to Rule 424(b) of the 1933 Act Regulations) and will furnish the Representatives with copies of any such amendment or supplement a reasonable
amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any
such prospectus without prior consultation with the Representatives.
(d) The
Company will prepare the Term Sheet, containing solely a description of the final terms of the Notes and the offering thereof, in a form
approved by the Representatives and will file the Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Notes and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing Agreement
relating to the Notes.
(f) The
Company will deliver to each Representative a conformed copy of the Registration Statement as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(g) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus
(including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably request,
and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. on the second business day
prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with
the offering and sale of the Notes and if at such time any event shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered (or in lieu thereof,
the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall be necessary during such period
to amend or supplement the Prospectus, or to file under the 1934 Act any document incorporated by reference in the Prospectus, in order
to comply with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without charge to
each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or supplement
to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to
deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Notes
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any
time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the 1933 Act.
(h) The
Company shall at the reasonable request of the Underwriters at any time prior to the completion (in the view of the Underwriters) of distribution
of the Notes, amend or supplement the Prospectus in order to comply with applicable law or the requirements of the New York Stock Exchange
and deliver to the Underwriters from time to time as many copies of the relevant amendment or supplement as the Underwriters may reasonably
request.
(i) The
Company agrees that, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus
or Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933
Act Regulations, other than the Term Sheet.
(j) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to
the Representative and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.
(k) The
Company will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives
shall reasonably request and will maintain such qualifications for as long as the Representatives shall reasonably request; provided
that in connection with any such qualification the Company shall not be required to qualify as a foreign corporation in any such jurisdiction
or to file a general consent to service of process in any such jurisdiction.
(l) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a consolidated basis
(which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including, at the option
of the Company, Rule 158 of the 1933 Act Regulations).
(m) During
the period beginning from the date of the Pricing Agreement for such Notes and continuing to and including the Time of Delivery, the Company
will not offer, sell, contract to sell or otherwise dispose of any senior securities of the Company which mature more than one year after
such Time of Delivery and which are substantially similar to such Notes (other than (i) the Notes, (ii) securities previously agreed to
be sold by the Company, (iii) commercial paper issued in the ordinary course of business, and (iv) securities ranking junior to the Notes
in right of payment), except as otherwise may be provided in this Agreement, without the prior written consent of the Representatives,
which consent shall not be unreasonably withheld.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment due under the terms of the Notes, the Notes will be listed on a “recognised
stock exchange” within section 1005 of the Income Tax Act 2007 or admitted to trading on a “multilateral trading facility”
operated by “regulated recognised stock exchange” (within the meaning of section 987 of the Income Tax Act 2007).
(o) The
Company will apply the net proceeds from the sale of the Notes as set forth in the Prospectus.
(p) The
Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be eligible for clearance and settlement
through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV or Clearstream Banking, S.A.,
as the case may be.
(q) Prior
to the issuance of the Notes, the Company will have obtained all consents, approvals, authorizations, orders, registrations, qualifications
and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required for the valid
issuance of the Notes and to permit the Company to make interest payments on the Notes in U.S. dollars.
6. The
Company will pay all expenses incidental to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture
and the Notes including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, any
Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto) and
the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement, the Indenture
and the Blue Sky Survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if any, for the Notes
to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable upon the delivery of the Notes to
a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be, or the sale of the Notes to the Underwriters;
(iv) the fees and disbursements of the Company’s counsel and accountants; (v) the qualification of the Notes under the applicable
securities laws in accordance with the provisions of Section 5(k) hereof, including filing fees and the fees and disbursements of counsel
for the Underwriters in connection therewith in an aggregate amount not in excess of $[___] with respect to a particular issue of the
Notes and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey; (vi) the delivery to the Underwriters
of copies of such Blue Sky Survey, if any; (vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii)
all expenses and listing fees in connection with the listing of the Notes, if any, on any stock exchange and the clearance and settlement
of the Notes through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be; (ix) any fees charged
by securities rating services for rating the Notes; (x) the fees and expenses incurred in connection with the filing of any materials
with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any fees associated with a Bloomberg roadshow
presentation; (xii) any stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom or any political subdivision
thereof upon the original issuance by, or on behalf of, the Company of the Notes, the initial delivery of the Notes, the deposit of the
Notes with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the
case may
be, the purchase by the Underwriters of the Notes, the sale and delivery of the Notes by the Underwriters to the initial purchasers thereof,
and the execution and delivery of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee
and any authorized agent of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Notes; and (xiv) any value added taxes payable in the United Kingdom in respect of any of the above expenses.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 7 or Section 11(a)(i), (v), and (ix) hereof, the Company shall reimburse the Underwriters
for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, except that in the
case of a termination in accordance with Section 11(a)(i), (v), and (ix) hereof, such reimbursement shall include only any expenses actually
incurred (not to exceed $[ ]).
If any United Kingdom value added tax (“VAT”)
is or becomes chargeable on the underwriting commission of any Underwriter under this Agreement and such Underwriter (or the representative
member of any group of which such Underwriter is a member for VAT purposes) is required to account to H.M. Revenue & Customs for such
VAT, the Company shall, subject to the receipt of a valid VAT invoice in respect of such supply, at the same time and in the same manner
as the payment to which such VAT relates, pay an amount equal to such VAT.
7. The
obligations of the Underwriters of any Notes under the Pricing Agreement relating to such Notes shall be subject, at the discretion of
the Representatives, to the condition that all representations and warranties of the Company in or incorporated by reference in the Pricing
Agreement relating to such Notes are, at and as of the Time of Delivery for such Notes, true and correct, the condition that the Company
shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection
of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of
the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other material
required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to the Commission
for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time of Delivery the Company shall have
provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending or preventing the use of the
Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission have been complied with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinions and 10b-5 letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel and U.K. tax
counsel for the Company, with respect to the matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the
Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to the Company, with respect
to the matters set forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion and 10b-5 letter, each dated as of the Time of Delivery, of Milbank LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent registered public accounting firm with respect to the Company who has certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, which,
for the avoidance of doubt is Ernst & Young LLP, shall have furnished to the Representatives a letter, delivered at a time prior to
the execution of the Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’
“comfort letters” and otherwise in form and substance satisfactory to the Representatives.
(d) Ernst
& Young LLP shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that it reaffirms the
statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off” date referred to therein
shall be a date not more than five business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Notes on the New York Stock Exchange.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which
information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated
therein, any material adverse change in the condition, financial or otherwise, or in the results of operations of the Company and its
subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate of the Company executed on its
behalf by an officer of the Company dated as of the Time of Delivery, to the effect that (i) the representations and warranties in Section
2 hereof are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii) the Company has
complied in all material respects with all agreements hereunder and satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and, to the knowledge of the Company, no proceedings for that purpose have been initiated or threatened by the
Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of a deputy secretary of the Company, stating
that to the best knowledge and belief of the deputy secretary signing such certificate after reasonable inquiry, the issue and sale of
the Notes in the manner contemplated in the Disclosure Package and Prospectus do not and will not result in a breach, default or acceleration
of any payment or amount under any contract, agreement or undertaking to which the Company or any of its subsidiaries is a party (or by
which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company and its subsidiaries
taken as a whole.
(h) [There
shall not have occurred any downgrading by one or more notches (for clarity, such downgrade shall exclude a change in rating outlook)
in the rating assigned to any of the Company’s securities by Moody’s Investors Service, Inc., S&P Global Ratings Inc.,
a division of S&P Global Inc., or Fitch Ratings, Inc.]
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Notes, FINRA shall not have
raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section 7 shall
not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement may be terminated
by the Representatives by notice to the Company at any time at or prior to the Time of Delivery, and such termination shall be without
liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions
of Sections 6, 8, 10 and 14 herein shall remain in effect.
8. (a) The Company agrees to indemnify and
hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees, and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be
part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary Prospectus, the Term Sheet, any
Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(b) hereof, the fees and disbursements of counsel
chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through
the Representatives expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus,
the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally agrees to indemnify and hold harmless each of the Company, its directors, each of the officers of the Company who
signed the Registration Statement, the Company’s authorized representative in the United States and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary
prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company
by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the Prospectus
or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it
in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same
general
allegations
or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties shall be selected
by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified parties shall
be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however,
that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified
party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless
such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters of the Notes on the other, from the offering of the Notes to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party
shall, if permitted by applicable law, contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Notes
on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one
hand and such Underwriters on the other, shall be deemed to be in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total underwriting discounts, concessions and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such
Underwriters on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to
this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or
actions
in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the
Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Notes in this subsection (e) to contribute
are several in proportion to their respective underwriting obligations with respect to such Notes and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Notes which it is or they are obligated to purchase
under this Agreement and the Pricing Agreement (the “Defaulted Notes”), the Representatives shall have the right, within
36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter, to purchase, or
procure purchasers for, all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein
set forth; provided, however, that if the Representatives shall not have completed such arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Notes does not exceed 10% of the Notes which the Underwriters are obligated to purchase at the Time of Delivery,
the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Notes bear to the underwriting obligations of all non-defaulting Underwriters,
or
(b) if
the number of Defaulted Notes exceeds 10% of the Notes which the Underwriters are obligated to purchase or procure purchasers for at the
Time of Delivery, the Pricing Agreement relating to such Notes shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section 9 shall
relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not
result in a termination of the relevant Pricing Agreement, either the Representatives or the Company shall have the right to postpone
the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers
of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Notes
to the Underwriters pursuant to this Agreement.
11. (a) The Representatives may terminate this Agreement, immediately
upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since the date of the Pricing Agreement or
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except
as otherwise set forth or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the results
of operations, of the Company and its subsidiaries considered as one enterprise, or (ii) if there has occurred any outbreak or escalation
of hostilities involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national
emergency or war, or (iii) the occurrence of another calamity or crisis or any change in financial, political or economic conditions or
currency exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in
clause (ii) and (iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable
or inadvisable to market the Notes or enforce contracts for the sale of the Notes in the manner contemplated in the Prospectus, or (iv)
if there has occurred a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the London
Stock Exchange or any other stock exchange on which the Company’s securities are listed, or (v) if there has occurred a suspension
or material limitation in trading the Company’s securities on the New York Stock Exchange or the London Stock Exchange, or (vi)
if there has occurred a material adverse change in the financial markets in the United States or in the international financial markets,
or (vii) if a banking moratorium on commercial banking activities has been declared by the relevant authorities in New York or London,
or a material disruption in commercial banking or securities settlement or clearance services in the United States or the United Kingdom
has occurred, or (viii) if there has occurred a change or development involving a prospective change in the United States or the United
Kingdom taxation which has, or will have, a material adverse effect on the Company or the Notes or the transfer thereof, or (ix) if there
is any downgrading by one or more notches in the rating assigned to any of the Company’s debt securities, preference shares, American
depositary shares representing preference shares or American depositary receipts evidencing American depositary shares representing preference
shares, or a public announcement that such rating is under surveillance or review for a possible change to negative outlook, in each case,
by Moody’s Investors Service, Inc., S&P Global Ratings Inc., a division of S&P Global Inc., or Fitch, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other
party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and
14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Notes shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing
Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or email transmission to the address of the
Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail or email transmission
to the address of the Company set forth in the Registration Statement, Attention: Company Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail or email transmission to such Underwriter at its
address set forth in its Underwriters’ Questionnaire which address will be supplied to the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling
persons and officers, directors and authorized representative of the Company referred to in Section 8 and their heirs and legal representatives,
any legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing Agreement or any provision herein or
therein contained. This Agreement and any Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for
the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers,
directors and authorized representative of the Company and their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) The Company irrevocably consents
and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Agreement or the Pricing Agreement may be brought in the courts
of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby
irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally
with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers [CT Corporation System, 28 Liberty St., New York, NY 10005], as its designee,
appointee and agent to take process, receive and forward process or to be served with process for and on its behalf of any and all legal
process, summons, notices and documents which may be served in any such
action,
suit or proceeding brought in any such United States or State court which may be made on such designee, appointee and agent in accordance
with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available
to act as such, the Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the
purposes of this Section 14 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service
of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding
by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment
of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies
thereof by registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses specified in
or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice
of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding
based thereon. Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons,
notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions,
suits or proceedings against the undersigned in any jurisdictions, and in any manner, as may be permitted by applicable law. The Company
hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the
Pricing Agreement brought in the United States federal courts or the courts of the State of New York located in the Borough of Manhattan,
The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
15. Each
Underwriter severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection with the issue or sale of any
Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with
all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom.
16. (a)
Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Notes to which this Agreement relates, to any retail investor in the European Economic Area.
For the purposes of this provision the expression retail investor means a person who is one (or more) of the following:
| (i) | a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); or |
| (ii) | a customer within the meaning of Directive 2016/97/EU (as amended or superseded), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. |
(b) Each Underwriter severally and not jointly
represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Notes to which this Agreement relates, to any retail investor in the United Kingdom. For the purposes of this provision the expression
retail investor means a person who is one (or more) of the following:
| (i) | a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or |
| (ii) | a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. |
17. Each
Underwriter severally and not jointly represents and agrees that it has complied with, and will comply with, any selling restrictions
set forth under “Underwriting/Conflicts of Interest—Selling Restrictions” in the Preliminary Prospectus and the
Prospectus.
18. [Reserved]
19. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Notes pursuant to this Agreement is
an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which
any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising
the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services
of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process
leading thereto.
20. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
21. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference
to conflict of laws provisions thereof. Specified times of day refer to New York City time.
22. (a)
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between
the Company (the “UK Bail-in Party”) and the Underwriters, each Underwriter acknowledges and accepts that a UK Bail-in
Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and
acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of UK Bail-in Powers
by the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK Bail-in Party to the Underwriters under this
agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
| 1. | the reduction of all, or a portion, of the UK Bail-in Liability
or outstanding amounts due thereon; |
| 2. | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Bail-in
Party or another person, and the issue to or conferral on the Underwriters of such shares, securities or obligations; |
| 3. | the cancellation of the UK Bail-in Liability; |
| 4. | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including
by suspending payment for a temporary period; |
(ii) the variation of the terms of this Agreement,
as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution
authority.
(b) For the purposes of paragraph (a) above:
“UK Bail-in Legislation” means
Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other
insolvency proceedings).
“UK Bail-in Liability” means
a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Powers” means the
powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate
of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person such liability, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of such liability.
23. Where
a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD
undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being
an “Affected Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination
right under this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution
Regime if this Agreement were governed by the laws of any part of the United Kingdom.
For the purpose of this Section 23, “resolution
measure” means a “crisis prevention measure”, “crisis management measure” or “recognised third-country
resolution action”, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorized Persons: Stay in Resolution
Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however,
that “crisis prevention measure” shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules;
“BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have
the respective meanings given in the PRA Contractual Stay Rules.
24. (a) In the event that any party that
is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement
and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States.
In the event that any party that is a Covered Entity
or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the
United States. The requirements of this paragraph (a) apply notwithstanding the following paragraph (b).
(b) Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of paragraph (a), no party to this
Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this Agreement that
is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to Insolvency Proceedings, except to the extent
the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.
After a BHC Act Affiliate of a party that is a
Covered Entity has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against
such Covered Entity with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear
and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) For
the purposes of this Section 24:
“BHC Act Affiliate” of a party
means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;
“Covered Entity” means any of
the following:
| (i) | a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b); |
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable;
“Insolvency Proceeding” means
a receivership, insolvency, liquidation, resolution, or similar proceeding; and
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
25. References
to European Union Regulations or Directives in this Agreement include, in relation to the United Kingdom, those Regulations or Directives
as they form part of United Kingdom domestic law by virtue of the EUWA or have been implemented in United Kingdom domestic law, as appropriate.
26. This
Agreement may be executed in one or more counterparts (which may include counterparts delivered by any form of electronic communication
or telecommunication), each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. The words “execution,” “signed,” “signature” and words of like import in this
Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or
stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of
a paper-based record-keeping system to the fullest extent permitted by applicable law, domestic or foreign, including, without limitation,
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
[The rest of this page is intentionally left
blank.]
If the foregoing is in accordance with your understanding,
please sign and return to us
one counterpart hereof.
|
Very truly yours, |
|
|
|
NATWEST GROUP PLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
[Signature page to the Underwriting Agreement]
Accepted as of the date hereof:
For themselves and as Representatives of the several Underwriters
[Signature page to the Underwriting Agreement]
ANNEX I
Pricing Agreement
[Names of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________ __, ____
Ladies and Gentlemen:
NatWest Group plc, a public limited company incorporated
under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting Agreement”) among the Company
on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the
“Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).
Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the
date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case
may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the
Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed
to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of themselves and on behalf of each of the Underwriters of the Notes pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule
II hereto.
An amendment to the Registration Statement, or
a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to
be filed with the Commission.
Subject to the terms and conditions set forth herein
(including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue
and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, or to procure
purchasers
to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us
one counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company.
The Underwriters agree as among themselves that
they will be bound by and will comply with the Master Agreement Among Underwriters dated ____________ ___, _____ governing the relationship
among NatWest Markets Securities Inc. and the underwriters parties thereto (the “Agreement Among Underwriters”) with
respect to the Notes and further agree that (so far as the context permits) references in the Agreement Among Underwriters to “Underwriter”
shall refer to the Underwriters herein.
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Very truly yours, |
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NATWEST GROUP PLC |
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By: |
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Name: |
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Title: |
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blank.]
Accepted as of the date hereof:
For themselves and as Representatives of the several Underwriters
[Signature page to the Pricing Agreement]
SCHEDULE I
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Principal Amount of Notes to be Purchased |
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[Names of Representatives] |
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[ ] |
[Names of other Underwriters] |
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[ ] |
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Total: |
[ ] |
SCHEDULE II
Capitalized terms used herein, unless otherwise
stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Notes:
[ ]% Notes due [ ]
Aggregate principal amount
of Notes:
$[ ] principal amount of the Notes
Price to Public:
[ ]% of the principal amount of the Notes
Purchase Price by Underwriters:
[ ]% of the principal amount of the Notes
Underwriting Commission:
[ ]% for the Notes
Form of Securities:
Book-entry only form represented by one
or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, S.A., as the case may be.
Specified funds for payment
of purchase price:
Wire transfer of immediately available funds
Applicable time:
[ ] a.m. (New York time), ________ __, ____
Time of Delivery:
9:30 a.m. (New York time), ________ __, ____
Indenture:
Amended and Restated Indenture dated as of December 13,
2017, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as amended and supplemented by
the Seventh Supplemental Indenture dated August 19, 2020 and a supplemental indenture to be dated on or around ____________ ___, _____
Maturity Date:
[ ] for the Notes
Interest Rate:
[ ]
Interest Payment Dates:
Interest will be paid on the Notes on
[ ] and [ ] of each year, commencing on [ ], to (and including) maturity.
Interest Record Dates:
The regular record dates
for the Notes will be the 15th calendar day immediately preceding each Interest Payment Date, whether or not a business day.
Redemption Provisions:
The Notes may be redeemed as described in the Prospectus.
U.K. Bail-In
Power:
The Notes may be subject to the U.K. bail-in
power as described in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing location for delivery
of Notes:
Offices of Davis Polk & Wardwell London
LLP, 5 Aldermanbury Square
London EC2V 7HR, United Kingdom
Names and addresses of
Representatives:
Designated Representatives: [ ]
Address for Notices: [ ]
CUSIP:
[ ] for the Notes
ISIN:
[ ] for the Notes
Stock Exchange Listing:
The Company intends to apply to list the
Notes on the New York Stock Exchange in accordance with its rules.
Other Terms:
The Notes will have additional terms as
more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.
ANNEX II
Issuer Free
Writing Prospectuses
Annex II(a) Issuer
Free Writing Prospectuses included in the Disclosure Package
[ ]
Annex II(b) Issuer
Free Writing Prospectuses not included in the Disclosure Package
[ ]
ANNEX III
Pricing Term
Sheet
ANNEX IV
FORM OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL AND U.K. TAX COUNSEL FOR THE COMPANY
[Form of U.S. Opinion]
To be included as a Statement of Fact before the opinion: The Registration
Statement became effective under the 1933 Act and the Indenture qualified under the Trust Indenture Act upon the filing of the Registration
Statement with the Commission on [ ], 2024 pursuant to Rule 462(e).
Based upon the foregoing, and subject to the additional
assumptions and qualifications set forth below, we are of the opinion that:
1.
Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Scots law is
concerned, the Underwriting Agreement has been duly executed and delivered by the Company.
2.
Assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Scots law is concerned,
the Indenture has been duly executed and delivered by the Company, and the Indenture (other than the terms expressed to be governed by
Scots law as to which we express no opinion) is a valid and binding agreement of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights[, provided that we express no opinion as to the validity, legally binding effect
or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes
to the extent determined to constitute unearned interest.]1.
3.
Assuming that the Notes have been duly authorized, executed and delivered by the Company insofar as Scots law is concerned, the
Notes (other than the terms expressed to be governed by Scots law as to which we express no opinion), when the Notes are executed and
authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting
creditors’ rights, and will be entitled to the benefits of the Indenture (other than the terms expressed to be governed by Scots
law as to which we express no opinion) pursuant to which such Notes are to be issued[, provided that we express no opinion as to the
validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount
upon acceleration of the Notes to the extent determined to constitute unearned interest.] 1.
1
To be retained to the extent the Notes are offered at a discount.
4. Assuming that each of the Underwriting Agreement and the Indenture has been duly authorized, executed and delivered by the Company
insofar as Scots law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant
to Section 14(a) of the Underwriting Agreement and Section 1.14 of the Amended and Restated Indenture, validly and irrevocably submitted
to the non-exclusive personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan, the
City of New York, New York (each a “New York Court”), in any action arising out of or relating to the Underwriting
Agreement and the Amended and Restated Indenture or the transactions contemplated thereby, has validly and irrevocably waived to the fullest
extent it may effectively do so, any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably
appointed CT Corporation System as its authorized agent for the purposes described in Section 14(b) of the Underwriting Agreement and
Section 1.14 of the Amended and Restated Indenture; and service of process effected on such agent in the manner set forth in Section 14(b)
of the Underwriting Agreement and Section 1.14 of the Amended and Restated Indenture will be effective to confer valid personal jurisdiction
on the Company.
5.
The Company is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as
described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.
6.
The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement,
the Indenture and the Notes (collectively, the “Documents”), will not contravene any provision of the statutory laws
of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business
corporations in relation to transactions of the type contemplated thereby, provided that we express no opinion as to federal or state
securities laws.
7.
No consent, approval, authorization or order of, or qualification with, any governmental body or agency under the laws of the State
of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations
in relation to transactions of the type contemplated by the Documents is required for the execution, delivery and performance by the Company
of its obligations under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which
we express no opinion.
We express no opinion with respect to the provisions in the Notes relating
to the acknowledgement of and consent to the exercise of any U.K. bail-in power (as defined therein) or Article 12 of the Amended and
Restated Indenture.
We have considered the statements included in the Base Prospectus under
the caption “Description of Debt Securities” and in the Prospectus Supplement under the caption
“Description of the Senior Notes” insofar as they summarize
provisions of the Indenture and the Notes. In our opinion, such statements fairly summarize these provisions in all material respects,
however we express no opinion on the statements relating to the ranking provisions of the Notes, which are expressed to be governed by
Scots law. The statements included in the Prospectus Supplement under the caption “UK and US Federal Tax Consequences”, insofar
as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, in our opinion fairly
and accurately summarize the matters referred to therein in all material respects.
[Form of UK Tax Opinion]
On the basis of our examination of the documents listed in the Schedule
to this opinion and the other matters referred to in this opinion, and subject to the assumptions set out in this opinion and any matters
not disclosed to us, we are of the opinion that:
| 1. | The statements in the Prospectus Supplement under the section headed “UK and US Federal Tax Consequences”, insofar as
such statements constitute a general summary of both current United Kingdom tax law and generally published practice of H.M. Revenue and
Customs relevant to the issue of the Notes, fairly and accurately summarise the matters referred to therein. |
| 2. | No United Kingdom stamp duty or stamp duty reserve tax, capital duty, registration or other issue or documentary taxes (“UK
stamp taxes”) should be payable by the Underwriters on (A)(i) the creation, issue or delivery by, or on behalf of, the Company
of the Notes, provided that the Notes comprise loan capital falling within Section 79(4) and not within Section 79(5) or (6) of the Finance
Act 1986, or (ii) the creation or issue by the Company of the Notes, provided no Underwriter is a person falling within any of Sections
93(2), 93(3) or 96(1) of the Finance Act 1986 and any other person falling within any of Sections 93(2), 93(3) or 96(1) of the Finance
Act 1986 to whom the Notes are issued does not seek to pass on the cost of any UK stamp taxes falling on them to any Underwriter; or (B)
the execution and delivery of the Pricing Agreement or the Underwriting Agreement. |
FORM OF 10b-5 LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
On the basis of the information gained in the course
of the performance of the services rendered above, but without independent check or verification except as stated above:
1.
the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the
requirements of the Act and the applicable rules and regulations of the Commission thereunder; and
2.
nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Notes:
| a. | on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, |
| b. | at the Applicable Time the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or |
| c. | the Prospectus as of the date of the Underwriting Agreement or as of the date hereof contained or contains any untrue statement of
a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. |
In providing this letter to you and the other several
Underwriters, we have not been called to pass upon, and we express no view regarding: (1) the financial statements or financial schedules
or other financial or accounting data included in the Registration Statement, the Disclosure Package or the Prospectus or (2) the Statement
of Eligibility of the Trustee on Form T-1. It is understood that, for the purpose of this letter, any data furnished in accordance with
subpart 1400 of Regulation S-K under the Act is financial data. In addition, we express no view as to the conveyance of the Disclosure
Package or the information contained therein to investors.
ANNEX V
FORM OF OPINION OF
CMS Cameron McKenna Nabarro Olswang LLP, SCOTTISH SOLICITORS
TO THE COMPANY
Based upon and subject to the foregoing and subject
to the qualifications set out below and to any matters not disclosed to us, it is our opinion that so far as the present law of Scotland
is concerned:
| (1) | The Company has been duly incorporated in Great Britain as a limited liability company and is validly
registered under the law of Scotland, is not in liquidation, and has the corporate power and authority under such law to conduct its business
as described in the Prospectus and/or the Prospectus Supplement. |
| (2) | The Senior Notes (in global or definitive form) (when executed by the Company in accordance with the
Indenture), insofar as Scots law governs the formalities of execution and delivery thereof, will have been duly executed by or on behalf
of the Company, and (upon their issue, authentication and delivery in accordance with the terms of the Pricing Agreement, the Underwriting
Agreement and the Indenture) will have been duly issued and delivered, and they will constitute legally valid and binding and enforceable
obligations of the Company. |
| (3) | The creation and issue of the Senior Notes and the execution, delivery and performance by the Company
of the Agreements are within the corporate power of the Company and have been duly authorised by all necessary corporate action of the
Company. |
| (4) | The obligations on the part of the Company under the Agreements are legally valid and binding and enforceable
against the Company. |
| (5) | No authorisations, approvals, consents or licences of governmental, judicial or public bodies or authorities
of or in Scotland (together consents) are required by the Company as a result of the Company being a Scottish registered company
for the valid execution, issue and delivery of the Senior Notes. |
| (6) | Neither the execution, delivery and performance by the Company of the Agreements, nor the execution,
issue and delivery of the Senior Notes, will of itself result in any violation in any material respect of: |
| (a) | the Memorandum or Articles of Association of the Company; or |
| (b) | any existing applicable mandatory provision of Scots law or regulation; or |
| (c) | any existing judgment, order or decree of any Scottish court. |
| (7) | The Underwriters would under current practice of the Scottish courts (assuming the effect of Section
14 of the Underwriting Agreement is not to prorogate the exclusive jurisdiction of the courts of the United States of America or the State
of New York specified therein (each a New York Court)) be permitted to commence proceedings in the Scottish courts for enforcement
of the Underwriting Agreement and the Pricing Agreement, and the Scottish courts would accept jurisdiction in any proceedings for so long
as the Company remains domiciled in Scotland and, upon proper averments being made in a Scottish court in any such proceedings, the choice
of the law of the State of New York as the governing law of the Underwriting Agreement would be upheld as a valid choice of law by that
court. |
| (8) | The Agreements have, insofar as Scots law governs the formalities of execution and delivery thereof,
been duly executed and delivered by or on behalf of the Company. |
| (9) | The (i) submission by the Company in Section 14 of the Underwriting Agreement to the jurisdiction
of the New York Courts, and the designation, appointment and empowerment by the Company under the said Section 14 of an agent for service,
and (ii) the designation, appointment and empowerment by the Company of an agent for service under Section 1.14 of the Base Indenture,
would be upheld by the Scottish courts as valid and effective. |
| (10) | In relation to any Agreement which is expressed to be governed by the law of the State of New York as
its governing law, a judgment of the New York Courts as the relevant forum would be recognised in Scotland through an action of decree–conform
under common law in the Court of Session in Scotland, assuming that (1) the court which issued the judgment had jurisdiction and
acted judicially with no element of unfairness, (2) such judgment was final, not obtained by fraud, or a revenue or penal action,
remained capable of enforcement in the place it was pronounced and was not contrary to natural justice, and (3) enforcement of the
judgment is not contrary to Scottish public policy. |
| (11) | Each holder of a Note is (if and when a valid cause of action which is enforceable by a Holder (as defined
in the Indenture) arises under the Senior Notes), entitled to sue as claimant in the Scottish courts for the enforcement of its rights
against the Company, and such entitlement will not be subject to any conditions which are not applicable to residents of Scotland, save
that a Scottish court may require a person who is not resident in Scotland to provide security for costs. |
ANNEX VI
FORM OF OPINION OF MILBANK LLP,
COUNSEL FOR THE UNDERWRITERS
Based upon and subject to the foregoing,
and subject also to the assumptions and qualifications set forth below, and having regard to legal considerations we deem relevant, we
are of the opinion that:
1. The
Underwriting Agreement (including the Pricing Agreement) has been duly executed and delivered by the Issuer, to the extent that the execution
and delivery thereof are governed by the laws of the State of New York.
2. The
Indenture has been duly executed and delivered by the Issuer to the extent such execution and delivery is a matter of New York law, and
constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except (A)
as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer,
or similar laws relating to or affecting creditors’ rights generally, and subject to the possible judicial application of foreign
laws or governmental action affecting creditors’ rights generally; and (B) as the enforceability thereof is subject to the application
of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (i) the possible
unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness,
good faith and fair dealing.
3. The
Notes have been duly executed and delivered by the Issuer, to the extent such execution is a matter of New York law, and, when authenticated
by the Trustee in accordance with the Indenture and issued and paid for as provided in the Underwriting Agreement (including the Pricing
Agreement), the Notes (other than the terms governed by Scots law as to which we express no opinion and subject to the qualifications
in paragraph 2 above) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with
their terms and entitled to the benefits of the Indenture (other than the terms governed by Scots law as to which we express no opinion).
4. The
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
5. The
statements set forth in the Disclosure Package and the Prospectus under the captions “Description of the Senior Notes” and
“Description of Debt Securities”, in each case, insofar as such statements purport to summarize certain provisions of the
Indenture and the Notes, fairly summarize in all material respects such provisions.
6. Subject
to the limitations and qualifications stated therein, the statement set forth in the Disclosure Package and the Prospectus under the caption
“UK and U.S. Federal Tax Consequences”, in each case to the extent they purport to summarize U.S. federal income tax laws
referred to therein, fairly summarize in all material respects such U.S. federal tax income laws.
7. Each of the Registration Statement,
as of its most recent effective date, the Disclosure Package, as of the Applicable Time, and the Prospectus, as of the date thereof, appeared
on their face to be appropriately responsive in all material respects to the applicable requirements of the Securities Act and the rules
and regulations thereunder, except that we express no opinion and make no statement as to any financial statements and other financial
and accounting information and data included or incorporated by reference therein. In rendering this opinion we take no responsibility
for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Disclosure Package or the Prospectus,
except to the extent set forth in paragraphs 5 and 6.
FORM OF 10b-5 LETTER OF
MILBANK LLP,
COUNSEL FOR THE UNDERWRITERS
On the basis of and subject to the foregoing we confirm
to you that nothing has come to our attention that causes us to believe that:
(i) the Registration Statement (other than the financial
statements and schedules and other financial and accounting information and data and that part of the Registration Statement that constitutes
the Form T-1, as to which we express no belief and make no statement), as of the date of the Underwriting Agreement, contained an untrue
statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein
not misleading;
(ii) the Disclosure Package (other than the financial
statements and other financial and accounting information and data, as to which we express no belief and make no statement), as of the
Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the Prospectus (other than the financial statements
and other financial and accounting information and data, as to which we express no belief and make no statement), as of its date or as
of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
.
Exhibit 1.4
NATWEST GROUP PLC
Underwriting Agreement
$[ ] Contingent Capital Notes
Due _____
[NAMES OF REPRESENTATIVES]
As Representatives of the several
Underwriters (as defined below) named in Schedule I
to the Pricing Agreement (as defined below)
Ladies and Gentlemen:
From time to time NatWest Group plc, a public limited
company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to enter into one or more
Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several
firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect
to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s contingent
convertible securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Contingent
Capital Notes”) and convertible in accordance with their terms into the ordinary shares of the Company (the “Conversion
Securities”).
The terms of, and rights attached to, any particular
issuance of Contingent Capital Notes shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the contingent
convertible securities indenture dated August 10, 2015 (the “Base Indenture”), between the Company and The Bank
of New York Mellon, acting through its London Branch, as trustee (the “Trustee”) and as supplemented and amended by
the Fifth Supplemental Indenture dated August 19, 2020 (the “Fifth Supplemental Indenture”) and, as amended and supplemented
by a supplemental indenture between the Company and the Trustee to be dated on or about ____________ ___, _____ (together with the Base
Indenture and the Fifth Supplemental Indenture, the “Indenture”). The offering of the Contingent Capital Notes
will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of
the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement.
1. Particular
sales of the Contingent Capital Notes may be made from time to time to the Underwriters of such Contingent Capital Notes, or to purchasers
procured by them, for whom the firms designated as representatives of the Underwriters of such Contingent Capital Notes in the Pricing
Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives”
also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any
firm being designated as its or their representatives. This Agreement shall not be construed as an obligation of the Company to sell any
of the Contingent
Capital Notes or as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Contingent Capital Notes. The
obligation of the Company to issue and sell any of the Contingent Capital Notes and the obligation of any of the Underwriters to purchase,
or procure purchasers for, any of the Contingent Capital Notes shall be evidenced by the Pricing Agreement with respect to the Contingent
Capital Notes specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Contingent Capital Notes,
the initial public offering price of such Contingent Capital Notes, the purchase price to the Underwriters of such Contingent Capital
Notes, the names of the Underwriters of such Contingent Capital Notes, the names of the Representatives of such Underwriters and the
principal amount of such Contingent Capital Notes to be purchased by each Underwriter, or by purchasers procured by such Underwriter,
and shall set forth the date, time and manner of delivery of such Contingent Capital Notes and payment therefor. The Pricing Agreement
shall also specify (to the extent not set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package
(as defined below) and prospectus with respect thereto) the terms of such Contingent Capital Notes. A Pricing Agreement shall be in the
form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other
rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under
this Agreement and each Pricing Agreement shall be several and not joint.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under
Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”) on Form F-3 (No. 333-__________), and related
prospectus for the registration of, among other securities, certain debt securities of the Company, including the Contingent Capital Notes,
and the Conversion Securities, in accordance with the provisions of the 1933 Act, and the rules and regulations of the Commission thereunder
(the “1933 Act Regulations”).
The registration statement on Form F-3, as amended
(including by any post-effective amendment thereto) to the date on which it became effective prior to the date of this Agreement (including
any prospectus supplement relating to the Contingent Capital Notes and any other information, if any, deemed to be part of such registration
statement pursuant to Rule 430B of the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all
documents, if any, incorporated by reference therein to such date) are hereinafter referred to as the “Registration Statement”
and the “Prospectus”, respectively, except that if any revised prospectus or prospectus supplement shall be provided
to the Underwriters by the Company for use in connection with the offering of the Contingent Capital Notes which differs from the Prospectus
on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required
to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term “Prospectus” shall refer
to such revised prospectus or include such prospectus supplement, as the case may be, from and after the time such revised prospectus
or prospectus supplement is first provided to the Underwriters for such use and if the Company files any documents pursuant to Section
13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), after the Registration Statement
became effective and prior to the termination of the offering of the Contingent Capital Notes by the Underwriters, which documents are
deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into the Prospectus pursuant to
Form F-3 under the 1933 Act Regulations, the term “Prospectus” shall refer to said prospectus as modified to include
the documents so filed from and
after the
time said documents are filed with or furnished to the Commission. The term “Preliminary Prospectus” means any preliminary
form of the Prospectus (including any preliminary prospectus supplement) which is used prior to the filing of the Prospectus and first
filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus”
has the meaning set forth in Rule 405 of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” has the
meaning set forth in Rule 433 of the 1933 Act Regulations. Any Issuer Free Writing Prospectus, the use of which has been consented to
by the Representatives, is identified in Annex II hereto. The term “Disclosure Package” means (i) the Preliminary
Prospectus, (ii) any Issuer Free Writing Prospectus identified in Annex II(a) hereto, (iii) the final term sheet prepared and filed pursuant
to Section 5(d) of this Agreement (the “Term Sheet”) included in Annex III hereto and (iv) any other Free Writing
Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable Time” means the
time designated as such in the Pricing Agreement.
2. The
Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as
of the Time of Delivery referred to in Section 4 hereof that:
(a) (i)
An “automatic shelf registration statement” as defined under Rule 405 under the 1933 Act on Form F-3 (File No. 333-________)
in respect of the Contingent Capital Notes and the Conversion Securities has been filed with the Commission not earlier than three years
prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop
order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and (ii) no order
preventing or suspending the use of the Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by
the Commission.
(b) (i)
The Disclosure Package does not include an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) any individual Issuer
Free Writing Prospectus, when considered together with the Disclosure Package, did not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply
to statements in, or omissions from, the Disclosure Package or any such Issuer Free Writing Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Disclosure
Package.
(c) The
Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the
representations
and warranties in this subsection shall not apply to statements in, or omissions from, the Prospectus made in reliance upon, and in conformity
with, information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration
Statement or Prospectus, provided, further, that the representations and warranties in this subsection shall not apply
to that part of the Registration Statement that constitutes the Statement of Eligibility (the “Form T-1”) under the
U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(d) The
documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, at the time they were filed
with the Commission or when they become effective, complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the Commission thereunder (the “1934 Act Regulations”) and, at each time the Registration Statement
became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and any further documents deemed to be or, in the case of a Report on Form 6-K, designated as being incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus, after the date of this Agreement but prior to the termination of the offering of
Contingent Capital Notes, will, when they are filed with or furnished to the Commission, comply in all material respects with the requirements
of the 1934 Act and the 1934 Act Regulations, and, when read together with the other information included or incorporated in the Registration
Statement, the Disclosure Package and the Prospectus, will not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, provided that the representations
and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(e) The
audited consolidated financial statements of the Company for the years ended December 31, _____, _____ and _____, were prepared in accordance
with International Financial Reporting Standards and give a true and fair view (in conjunction with the notes thereto) of the state of
the Company and its subsidiaries’ affairs as at such dates and of its profit / (loss) and cash flows for the years then ended[,
and the unaudited consolidated financial statements of the Company for the _____-month period ended _______ ___, ______, have been stated
on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference into the Registration
Statement.]
(f) Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except
as otherwise set forth or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or
in the results of operations of the Company and its subsidiaries, together considered as one enterprise.
(g) The
Company (A) has been duly incorporated in, and is validly registered under the laws of, Scotland; (B) has the requisite corporate power
and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate power and authority to execute
and deliver the Indenture, to issue the Contingent Capital Notes, and, in each case, to perform its obligations hereunder and thereunder;
(C) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure
Package and the Prospectus; (D) has been duly qualified as a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification,
or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and (E) has
duly authorized, executed and delivered this Agreement and the Pricing Agreement and this Agreement and the Pricing Agreement constitute
the valid and legally binding agreement of the Company enforceable in accordance with their terms, except as rights to indemnity or contribution
may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights generally and to general equity principles.
(h) NatWest
Markets Plc (“NWM”) has been duly incorporated in, and is validly registered under the laws of, Scotland, has corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus; and all of the issued and outstanding share capital or capital stock of NWM is owned, directly or indirectly, by the Company.
National Westminster Bank Plc (“NWB”) has been duly incorporated under the laws of England, has corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus;
and all of the issued and outstanding ordinary share capital of NWB is owned, directly or indirectly, by the Company.
(i) The
Indenture has been duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company and, assuming
due authorization, execution and delivery by the Trustee, will constitute the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability,
and may be subject to possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
(j) The
forms of Contingent Capital Notes have been duly authorized and established in conformity with the provisions of the Indenture and, when
the Contingent Capital Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to
and duly paid for by the purchasers thereof, the Contingent Capital Notes will be entitled to the benefits of the Indenture and will be
valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability, and may be subject to possible judicial actions giving effect to governmental actions or foreign
laws affecting creditors’ rights.
(k) Each
of the Indenture and the Contingent Capital Notes will conform in all material respects to the descriptions thereof contained in the Disclosure
Package and the Prospectus.
(l) The
Company had, at the date indicated, the duly allotted and issued share capital as set forth in the condensed consolidated statement of
changes in shareholders’ equity included or incorporated by reference in the Disclosure Package and the Prospectus; all of
the issued share capital of the Company has been duly and validly allotted and issued and is fully paid and non-assessable; and the
Conversion Securities will conform, when issued, in all material respects to the descriptions thereof contained in the Disclosure Package
and the Prospectus, as amended or supplemented to such date.
(m) The
Company has taken all necessary action to approve and authorize the issue of the Conversion Securities upon conversion of the Contingent
Capital Notes, and, when issued upon the conversion of the Contingent Capital Notes in accordance with the terms of the Indenture, the
Conversion Securities shall be duly and validly authorized, issued and fully paid and will not be subject to calls for further funds or
preemptive rights.
(n) All
consents, approvals, authorizations, orders and decrees of any court or governmental agency or body of the United States or the United
Kingdom, having jurisdiction over the Company required for the consummation by the Company of the transactions contemplated by this Agreement
or the Pricing Agreement or to permit the Company to effect interest payments in U.S. dollars on the Contingent Capital Notes in accordance
with the terms of the Indenture have been obtained and are in full force and effect, except as may be required by U.S. state securities
laws (the “Blue Sky laws”).
(o) The
execution, delivery and performance of this Agreement, the Pricing Agreement and Indenture, the allotment, issuance, authentication, sale
and delivery of the Contingent Capital Notes, the issuance of the Conversion Securities upon the conversion of the Contingent Capital
Notes and the compliance by the Company with the respective terms thereof, and the consummation of the transactions contemplated hereby
and thereby will not conflict with or result in a breach under any agreement or instrument to which the Company is a party or by which
the Company is bound that is material to the Company and its subsidiaries, taken as a whole, nor will such action result in any violation
of the provisions of the Memorandum and Articles of Association of the Company or any statute or any order, filing, rule or regulation
of any United States, English or Scottish court or governmental agency or regulatory body having jurisdiction over the Company.
(p) The
Company is not, and after giving effect to the offer and sales of the Contingent Capital Notes and application of the proceeds thereof
as described in the Prospectus and the Disclosure Package, will not be, required to register as an “investment company”, as
defined in the Investment Company Act of 1940, as amended.
(q) No
event has occurred and is continuing which would (if the Contingent Capital Notes had already been issued) constitute an Enforcement Event,
a breach of the Solvency Condition or any other restriction on interest payments set out in the conditions of the Contingent Capital Notes,
a Capital Disqualification Event, a Tax Event, a Conversion Trigger Event or which, with the giving of notice or lapse of time or other
condition, would
(if the
Contingent Capital Notes had already been issued) constitute (as applicable) an Enforcement Event, a breach of the Solvency Condition
or any other restriction on interest payments, a Capital Disqualification Event, a Tax Event, a Conversion Trigger Event or an adjustment
event as described in the conditions of the Contingent Capital Notes (each term as defined in the conditions of the Contingent Capital
Notes).
(r) There
is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign,
now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary, which is required to
be disclosed in the Registration Statement (other than as disclosed therein).
(s) (A)
(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section
13 or 15(d) of the 1934 Act or form of prospectus), and (iii) at the time, the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer relating to the Contingent Capital Notes in reliance
on the exemption of Rule 163 under the 1933 Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under
the 1933 Act; and (B) at the earliest time after the filing of the Registration Statement that, the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) of the Contingent Capital Notes, the Company was not
an “ineligible issuer” as defined in Rule 405 under the 1933 Act.
(t) Ernst
& Young LLP, who have (i) certified the consolidated financial statements of the Company for the years ended ____________ ___, _______
and ______, and have audited the Company’s internal control over financial reporting and management’s assessment thereof in
respect of such periods [and (ii) reviewed the consolidated financial statements of the Company for the ___-month period ended ____________
___, _______,] are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the rules
and regulations of the Commission thereunder.
(u) Neither
any Issuer Free Writing Prospectus nor the Term Sheet includes any information that conflicts with the information contained in the Registration
Statement, the Disclosure Package and the Prospectus, including any document incorporated therein or any prospectus supplement deemed
to be a part thereof that has not been superseded or modified; provided, however, that the representations and warranties
in this subsection shall not apply to statements in, or omissions from, any such Issuer Free Writing Prospectus or the Term Sheet made
in reliance upon, and in conformity with, information furnished to the Company in writing by any Underwriter through the Representatives
expressly for use in the Issuer Free Writing Prospectus.
(v) None
of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the
Company, or any of its subsidiaries is currently included on the U.S. Treasury Department’s List of Specially Designated Nationals
or otherwise subject to any U.S. sanctions administered by the U.S.
Treasury
Department’s Office of Foreign Assets Control (“OFAC”); and the capital raised by the issuance and sale of the
Contingent Capital Notes will not directly or indirectly be lent, contributed or otherwise made available to:
(i) any
subsidiary, joint venture partner or other entity under the control of the Company; or
(ii) to
the knowledge of the Company, any other person or entity,
in each case for the purpose of financing the activities
of any person, entity, or government in contravention of any U.S. sanctions administered by OFAC, provided that this sub-clause shall
not apply to the extent that it would result in a breach of: (i) EU Regulation (EC) 2271/96 of 22 November 1996 as amended from time to
time and/or any associated and applicable national law, instrument or regulation or (ii) any similar blocking or anti-boycott law in the
United Kingdom.
(w) The
Company is in compliance with the relevant listing rules of the U.K. Financial Conduct Authority and the rules of the London Stock Exchange
in relation to its ordinary shares.
3. Upon
the execution of the Pricing Agreement applicable to any Contingent Capital Notes and authorization by the Representatives of the release
of such Contingent Capital Notes, the several Underwriters propose to offer such Contingent Capital Notes for sale upon the terms and
conditions set forth in the Prospectus (as amended or supplemented).
4. The
Contingent Capital Notes to be purchased by each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing
Agreement relating thereto, in the form specified in such Pricing Agreement, and registered in such names as the Representatives may request
upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives
for the account of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of
the purchase price therefor (as provided in the Pricing Agreement) by wire transfer of immediately available funds to an account designated
by the Company as specified in the Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement
or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein
called the “Time of Delivery” for such Contingent Capital Notes.
5. The
Company agrees with each of the Underwriters of any Contingent Capital Notes that:
(a) The
Company will notify the Representatives immediately on becoming aware of (i) any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information relating to the Registration Statement or the
offering of the Contingent Capital Notes, and (ii) the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of any Preliminary Prospectus or other Prospectus in respect of the
Contingent Capital Notes, or the issuance by the Commission of any notice of objection to the use of the Registration Statement or any
post-effective
amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act or of the suspension of the qualification of the Contingent Capital Notes
for offering or sale in any jurisdiction, or the initiation of any proceedings for that purpose. The Company will make every reasonable
effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
(b) If
at any time prior to the filing of a final prospectus pursuant to Rule 424(b) of the 1933 Act Regulations, any event occurs as a result
of which the Disclosure Package would then include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will
(i) promptly notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii)
amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any such amendment or supplement to
the Underwriters in such quantities as they may reasonably request.
(c) The
Company will, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Contingent Capital
Notes (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations),
file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934
Act and will give the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or
supplement to the Disclosure Package or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters
in connection with the offering of the Contingent Capital Notes which differs from the Prospectus, whether or not such revised prospectus
is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) and will furnish the Representatives with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such
amendment or supplement or use any such prospectus without prior consultation with the Representatives.
(d) The
Company will prepare the Term Sheet, containing solely a description of the final terms of the Contingent Capital Notes and the offering
thereof, in a form approved by the Representatives and will file the Term Sheet not later than the time required by Rule 433(d) of the
1933 Act Regulations.
(e) The
Company will prepare the Prospectus in relation to the Contingent Capital Notes and file such Prospectus pursuant to Rule 424(b) of the
1933 Act Regulations not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery
of the Pricing Agreement relating to the Contingent Capital Notes.
(f) The
Company will deliver to each Representative a conformed copy of the Registration Statement as originally filed, and of each amendment
thereto (including exhibits and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(g) The
Company will furnish the Underwriters with copies of the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus
(including, in each case, any supplement thereto) in such quantities as the Representatives may from time to time reasonably request,
and will use all reasonable efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. on the second business day
prior to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with
the offering and sale of the Contingent Capital Notes and if at such time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered (or in
lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall be necessary during
such period to amend or supplement the Prospectus, or to file under the 1934 Act any document incorporated by reference in the Prospectus,
in order to comply with the 1933 Act, notify the Underwriters and upon the Representatives’ request prepare and furnish without
charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or
supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required
to deliver a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the
Contingent Capital Notes (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933
Act Regulations) at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request but
at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an
amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.
(h) The
Company shall at the reasonable request of the Underwriters at any time prior to the completion (in the view of the Underwriters) of distribution
of the Contingent Capital Notes, amend or supplement the Prospectus in order to comply with applicable law or the requirements of the
International Securities Market of the London Stock Exchange and deliver to the Underwriters from time to time as many copies of the relevant
amendment or supplement as the Underwriters may reasonably request.
(i) (i) The Company agrees that,
it has not made and will not make any offer relating to the Contingent Capital Notes that would constitute an Issuer Free Writing Prospectus
or Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933
Act Regulations, other than the Term Sheet.
(j) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to
the Representative and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other
document
which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to
any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representatives expressly for use therein.
(k) The
Company will endeavor to qualify the Contingent Capital Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representatives shall reasonably request and will maintain such qualifications for as long as the Representatives shall reasonably
request; provided that in connection with any such qualification the Company shall not be required to qualify as a foreign corporation
in any such jurisdiction or to file a general consent to service of process in any such jurisdiction.
(l) The
Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement, an earnings statement of the Company and its subsidiaries on a consolidated basis
(which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including, at the option
of the Company, Rule 158 of the 1933 Act Regulations).
(m) During
the period beginning from the date of the Pricing Agreement for such Contingent Capital Notes and continuing to and including the Time
of Delivery, the Company will not offer, sell, contract to sell or otherwise dispose of any securities of the Company which mature more
than one year after such Time of Delivery and which are substantially similar to such Contingent Capital Notes (other than (i) the Contingent
Capital Notes, (ii) securities previously agreed to be sold by the Company and (iii) commercial paper issued in the ordinary course of
business), except as otherwise may be provided in this Agreement, without the prior written consent of the Representatives, which consent
shall not be unreasonably withheld.
(n) Unless
the Pricing Agreement provides otherwise, prior to the first payment due under the terms of the Contingent Capital Notes, the Contingent
Capital Notes will be listed on a “recognised stock exchange” within section 1005 of the Income Tax Act 2007 or admitted to
trading on a “multilateral trading facility” operated by “regulated recognised stock exchange” (within the meaning
of section 987 of the Income Tax Act 2007).
(o) The
Company will apply the net proceeds from the sale of the Contingent Capital Notes as set forth in the Prospectus.
(p) The
Company will cooperate with the Underwriters and use its best efforts to permit the Contingent Capital Notes to be eligible for clearance
and settlement through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV or Clearstream
Banking, S.A., as the case may be.
(q) Prior
to the issuance of the Contingent Capital Notes, the Company will have obtained all consents, approvals, authorizations, orders, registrations,
qualifications and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required
for the valid issuance of the Contingent Capital Notes and the Conversion Securities and to permit the Company to make interest payments
on the Contingent Capital Notes in U.S. dollars.
6. The
Company will pay all expenses incidental to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture
and the Contingent Capital Notes including (i) the printing and filing of the Registration Statement as originally filed and of each amendment
thereto, any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements
thereto) and the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement,
the Indenture and the Blue Sky Survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates, if
any, for the Contingent Capital Notes to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable
upon the delivery of the Contingent Capital Notes to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case
may be, or the sale of the Contingent Capital Notes to the Underwriters; (iv) the fees and disbursements of the Company’s counsel
and accountants; (v) the qualification of the Contingent Capital Notes under the applicable securities laws in accordance with the provisions
of Section 5(k) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith in
an aggregate amount not in excess of $[___] with respect to a particular issue of the Contingent Capital Notes and in connection with
the preparation of any Blue Sky Survey and any Legal Investment Survey; (vi) the delivery to the Underwriters of copies of such Blue Sky
Survey, if any; (vii) any costs, fees and charges of any paying agent appointed under the Indenture; (viii) all expenses and listing fees
in connection with the listing of the Contingent Capital Notes, if any, on any stock exchange and the clearance and settlement of the
Contingent Capital Notes through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, S.A., as the case may be; (ix) any
fees charged by securities rating services for rating the Contingent Capital Notes; (x) the fees and expenses incurred in connection with
the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”), if any; (xi) any fees associated
with a Bloomberg roadshow presentation; (xii) any stamp duty, stamp duty reserve tax or similar tax or duty imposed by the United Kingdom
or any political subdivision thereof upon the original issuance by, or on behalf of, the Company of the Contingent Capital Notes, the
initial delivery of the Contingent Capital Notes, the deposit of the Contingent Capital Notes with a custodian for DTC, Euroclear Bank
SA/NV or Clearstream Banking, S.A., as the case may be, the purchase by the Underwriters of the Contingent Capital Notes, the sale and
delivery of the Contingent Capital Notes by the Underwriters to the initial purchasers thereof, the execution and delivery of this Agreement,
the Pricing Agreement and the Indenture, and the creation, issue or delivery by the Company of the Conversion Securities; (xiii) the fees
and expenses of the Trustee and any authorized agent of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee
in connection with the Indenture and the Contingent Capital Notes; and (xiv) any value added taxes payable in the United Kingdom in respect
of any of the above expenses.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 7 or Section 11(a)(i), (v), and (ix) hereof, the Company shall reimburse the Underwriters
for their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, except that in the
case of a termination in accordance with Section 11(a)(i), (v), and (ix) hereof, such reimbursement shall include only any expenses actually
incurred (not to exceed $[ ]).
If any United Kingdom value added tax (“VAT”)
is or becomes chargeable on the underwriting commission of any Underwriter under this Agreement and such Underwriter (or the representative
member of any group of which such Underwriter is a member for VAT purposes) is required to account to H.M. Revenue & Customs for such
VAT, the Company shall, subject to the receipt of a valid VAT invoice in respect of such supply, at the same time and in the same manner
as the payment to which such VAT relates, pay an amount equal to such VAT.
7. The
obligations of the Underwriters of any Contingent Capital Notes under the Pricing Agreement relating to such Contingent Capital Notes
shall be subject, at the discretion of the Representatives, to the condition that all representations and warranties of the Company in
or incorporated by reference in the Pricing Agreement relating to such Contingent Capital Notes are, at and as of the Time of Delivery
for such Contingent Capital Notes, true and correct, the condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The
Registration Statement is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection
of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
1933 Act should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of
the 1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other material
required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been transmitted to the Commission
for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time of Delivery the Company shall have
provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending or preventing the use of the
Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission have been complied with.
(b) At
the Time of Delivery, the Representatives shall have received:
(i) The
opinions and 10b-5 letter, each, dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel and U.K. tax
counsel for the Company, with respect to the matters set forth in Annex IV hereto in form and substance reasonably satisfactory to the
Representatives.
(ii) The
opinion, dated as of the Time of Delivery, of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to the Company, with respect
to the matters set forth in Annex V hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The
opinion and 10b-5 letter, each dated as of the Time of Delivery, of Milbank LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VI hereto in form and substance reasonably satisfactory to the Representatives.
(c) The
independent registered public accounting firm with respect to the Company who has certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, which,
for the avoidance of doubt is Ernst & Young LLP, shall have furnished to the Representatives a letter, delivered at a time prior to
the execution of the Pricing Agreement and dated the date of delivery thereof, with regard to matters customarily covered by accountants’
“comfort letters” and otherwise in form and substance satisfactory to the Representatives.
(d) Ernst
& Young LLP shall have furnished to the Representatives a letter, dated at the Time of Delivery, to the effect that it reaffirms the
statements made in the letter furnished pursuant to Section 7(c), except that the specified “cut-off” date referred to therein
shall be a date not more than five business days prior to the Time of Delivery.
(e) If
required pursuant to the Pricing Agreement, an application shall have been made for listing the Contingent Capital Notes on the International
Securities Market of the London Stock Exchange.
(f) At
the Time of Delivery (1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which
information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth or contemplated
therein, any material adverse change in the condition, financial or otherwise, or in the results of operations of the Company and its
subsidiaries considered as one enterprise, and (2) the Representatives shall have received a certificate of the Company executed on its
behalf by an officer of the Company dated as of the Time of Delivery, to the effect that (i) the representations and warranties in Section
2 hereof are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii) the Company has
complied in all material respects with all agreements hereunder and satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and, to the knowledge of the Company, no proceedings for that purpose have been initiated or threatened by the
Commission.
(g) The
Company shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of a deputy secretary of the Company, stating
that to the best knowledge and belief of the deputy secretary signing such certificate after reasonable inquiry, the issue and sale of
the Contingent Capital Notes in the manner contemplated in the Disclosure Package and Prospectus do not and will not result in a breach,
default or acceleration of any payment or amount under any contract, agreement or undertaking to which the Company or any of its subsidiaries
is a party (or by which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company
and its subsidiaries taken as a whole.
(h) There
shall not have occurred any downgrading by one or more notches (for clarity, such downgrade shall exclude a change in rating outlook)
in the rating assigned to any of the Company’s securities by Moody’s Investors Service, Inc., S&P Global Ratings Inc.,
a division of S&P Global Inc., or Fitch Ratings, Inc.
(i) If
an affiliate (as defined in applicable FINRA rules) of the Company is participating in the offering of the Contingent Capital Notes, FINRA
shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
If any condition specified in this Section 7 shall
not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement may be terminated
by the Representatives by notice to the Company at any time at or prior to the Time of Delivery, and such termination shall be without
liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the provisions
of Sections 6, 8, 10 and 14 herein shall remain in effect.
8. (a) The Company agrees to indemnify and
hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees, and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be
part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary Prospectus, the Term Sheet, any
Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against
any and all expense whatsoever, as reasonably incurred (including, subject to Section 8(b) hereof, the fees and disbursements of counsel
chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through
the Representatives expressly for use in the Registration Statement (or any amendment thereto), the Prospectus, the Preliminary Prospectus,
the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment or supplement thereto).
(b) Each
Underwriter severally agrees to indemnify and hold harmless each of the Company, its directors, each of the officers of the Company who
signed the Registration Statement, the Company’s authorized representative in the United States and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section 8 as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary
prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company
by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the Prospectus
or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it
in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any
indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel
to the indemnified party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters of the Contingent Capital Notes on the other, from the offering of the Contingent Capital Notes to
which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters of the Contingent Capital Notes on the other, in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and such Underwriters on the other, shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts,
concessions and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company on the one hand or such Underwriters on the other, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the
total price at which the Contingent Capital Notes underwritten by it and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Contingent Capital Notes in this subsection (e) to contribute are several in proportion to their respective underwriting obligations
with respect to such Contingent Capital Notes and not joint.
(f) The
obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
9. If
one or more of the Underwriters shall fail at the Time of Delivery to purchase the Contingent Capital Notes which it is or they are obligated
to purchase under this Agreement and the Pricing Agreement (the “Defaulted Contingent Capital Notes”), the Representatives
shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other
underwriter, to purchase, or procure purchasers for, all, but not less than all, of the Defaulted Contingent Capital Notes in such amounts
as may be agreed upon and upon the terms herein set forth; provided, however, that if the Representatives shall not have completed such
arrangements within such 36-hour period, then:
(a) if
the number of Defaulted Contingent Capital Notes does not exceed 10% of the Contingent Capital Notes which the Underwriters are obligated
to purchase at the Time of Delivery, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions
that their respective underwriting obligations under the Pricing Agreement relating to such Contingent Capital Notes bear to the underwriting
obligations of all non-defaulting Underwriters, or
(b) if
the number of Defaulted Contingent Capital Notes exceeds 10% of the Contingent Capital Notes which the Underwriters are obligated to purchase
or procure purchasers for at the Time of Delivery, the Pricing Agreement relating to such Contingent Capital Notes shall terminate without
liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section 9 shall
relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not
result in a termination of the relevant Pricing Agreement, either the Representatives or the Company shall have the right to postpone
the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements.
10. All
representations, warranties and agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers
of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Contingent
Capital Notes to the Underwriters pursuant to this Agreement.
11. (a) The Representatives may terminate
this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since the date
of the Pricing Agreement or the respective dates as of which information is given in the Registration Statement, the Disclosure Package
and the Prospectus, except as otherwise set forth or contemplated therein, any material adverse change in the condition, financial or
otherwise, or in the results of
operations,
of the Company and its subsidiaries considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities
involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency
or war, or (iii) the occurrence of another calamity or crisis or any change in financial, political or economic conditions or currency
exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in clause
(ii) and (iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable or
inadvisable to market the Contingent Capital Notes or enforce contracts for the sale of the Contingent Capital Notes in the manner contemplated
in the Prospectus, or (iv) if there has occurred a suspension or material limitation in trading in securities generally on the New York
Stock Exchange, the London Stock Exchange or any other stock exchange on which the Company’s securities are listed, or (v) if there
has occurred a suspension or material limitation in trading the Company’s securities on the New York Stock Exchange or the London
Stock Exchange, or (vi) if there has occurred a material adverse change in the financial markets in the United States or in the international
financial markets, or (vii) if a banking moratorium on commercial banking activities has been declared by the relevant authorities in
New York or London, or a material disruption in commercial banking or securities settlement or clearance services in the United States
or the United Kingdom has occurred, or (viii) if there has occurred a change or development involving a prospective change in the United
States or the United Kingdom taxation which has, or will have, a material adverse effect on the Company or the Contingent Capital Notes
or the transfer thereof, or (ix) if there is any downgrading by one or more notches in the rating assigned to any of the Company’s
debt securities, preference shares, American depositary shares representing preference shares or American depositary receipts evidencing
American depositary shares representing preference shares, or a public announcement that such rating is under surveillance or review
for a possible change to negative outlook, in each case, by Moody’s Investors Service, Inc., S&P Global Ratings Inc., a division
of S&P Global Inc., or Fitch, Inc.
(b) If
this Agreement is terminated pursuant to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other
party except as provided in Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and
14 shall remain in effect.
12. In
all dealings hereunder, the Representatives of the Underwriters of the Contingent Capital Notes shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the
Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or email transmission to the address of the
Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail or email transmission
to the address of the Company set forth in the Registration Statement, Attention: Company Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail or email transmission to such Underwriter at its
address set forth in its Underwriters’ Questionnaire which address will be supplied to the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This
Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling
persons and officers, directors and authorized representative of the Company referred to in Section 8 and their heirs and legal representatives,
any legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing Agreement or any provision herein or
therein contained. This Agreement and any Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for
the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers,
directors and authorized representative of the Company and their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Contingent Capital Notes from any Underwriter shall be deemed to be a successor by reason merely
of such purchase.
14. (a) The Company irrevocably consents
and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this Agreement or the Pricing Agreement may be brought in the courts
of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and hereby
irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally
with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues.
(b) The
Company hereby irrevocably designates, appoints, and empowers [CT Corporation System, 28 Liberty St., New York, NY 10005], as its designee,
appointee and agent to take process, receive and forward process or to be served with process for and on its behalf of any and all legal
process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any such United States or
State court which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If
for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate
a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory to the Representatives.
The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents
out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service
of process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or
such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, first class, postage
prepaid, to each of them at their respective addresses specified in or designated pursuant to this Agreement. The Company agrees that
the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed
to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted
by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in any
jurisdictions, and in any manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to
the fullest extent permitted by
law, any
objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out
of or in connection with this Agreement or the Pricing Agreement brought in the United States federal courts or the courts of the State
of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum.
15. Each
Underwriter severally represents and agrees that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection
with the issue or sale of any Contingent Capital Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company;
(b) it has complied and will comply with all applicable
provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the
Contingent Capital Notes in, from or otherwise involving the United Kingdom;
(c) in connection with any issue of Contingent
Capital Notes designated as Tier 1 Contingent Capital Notes (as defined below), such Underwriter will not indicate to initial investors
as part of the marketing relating to the sale of such Contingent Capital Notes that such Contingent Capital Notes will or are likely to
be redeemed, repurchased or repaid, provided that for the avoidance of doubt the undertaking in this Section 15(c) shall not preclude
any Underwriter disclosing any terms of such Contingent Capital Notes or information consistent with the Prospectus or any other additional
information authorized by the Company to be disclosed. For the purposes of this Section 15(c) Tier 1 Contingent Capital Notes shall mean
any Contingent Capital Note which is specified to be a Tier 1 Contingent Capital Note in the applicable Term Sheet;
(d) without prejudice to the generality of paragraph
(b), it has complied and will comply with the FCA’s Conduct of Business Sourcebook (“COBS”) 22.3 (Restrictions
on the retail distribution of contingent convertible instruments and CoCo funds) (for so long as in effect, and as may be amended or replaced
from time to time) with such underwriter deemed to be a “firm” for the purposes of this paragraph (d) if it is not otherwise
a “firm” for the purposes of COBS. For the purposes of this paragraph (d), “firm” shall have the meaning attributed
to such term in COBS; and
(e) it has not offered, sold or otherwise made
available and will not offer, sell or otherwise make available any Contingent Capital Notes to any retail investor in the United Kingdom
and, for the purposes of this paragraph (e), the expression retail investor means a person who is one (or more) of the following: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
16. a)
Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any Contingent Capital Notes to which this Agreement relates, to any retail investor in the European
Economic Area. For the purposes of this provision the expression retail investor means a person who is one (or more) of the following:
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or |
| (ii) | a customer within the meaning of Directive 2016/97/EU (as amended or superseded), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. |
| b) | Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will
not offer, sell or otherwise make available any Notes to which this Agreement relates, to any retail investor in the United Kingdom. For
the purposes of this provision the expression retail investor means a person who is one (or more) of the following: |
| (i) | a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or |
| (ii) | a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. |
17. Each
Underwriter severally and not jointly represents and agrees that it has complied with, and will comply with, any selling restrictions
set forth under “Underwriting/Conflicts of Interest—Selling Restrictions” in the Preliminary Prospectus and the Prospectus.
18. Solely
for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance
Rules:
(i)
Goldman Sachs & Co. LLC (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred
upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed
distribution channels as applying to the Contingent Capital Notes and the related information set out in the term sheet in connection
with the Contingent Capital Notes; and
(ii) each Underwriter who is not a UK Manufacturer and who is subject to the UK MiFIR Product Governance Rules, notes the application
of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Contingent
Capital Notes by the UK Manufacturer and the related information set out in the term sheet in connection with the Contingent Capital Notes.
19. The
Company hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Contingent Capital Notes pursuant
to this Agreement is an arm’s- length commercial transaction between the Company, on the one hand, and the Underwriters and any
affiliate through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent
or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process
leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely
responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised
or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have
rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto.
20. Time
shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
21. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference
to conflict of laws provisions thereof. Specified times of day refer to New York City time.
22. Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company
(the “UK Bail-in Party”) and the Underwriters, each Underwriter acknowledges and accepts that a UK Bail-in
iability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority,
and acknowledges, accepts, and agrees to be bound by:
(i) the
effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK
Bail-in Party to the Underwriters under this agreement, that (without limitation) may include and result in any of the following, or
some combination thereof:
| 1. | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| 2. | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person, and the issue to or conferral on the Underwriters of such shares, securities or
obligations; |
| 3. | the cancellation of the UK Bail-in Liability; |
| 4. | the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary period; |
(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the
exercise of UK Bail-in Powers by the relevant UK resolution authority.
(b) For the purposes of paragraph (a) above:
“UK Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or
failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration
or other insolvency proceedings).
“UK Bail-in Liability”
means a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Powers” means the
powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate
of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person such liability, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of such liability.
23. Where
a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD
undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being
an “Affected Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination
right under this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution
Regime if this Agreement were governed by the laws of any part of the United Kingdom.
For the purpose of this Section 23, “resolution
measure” means a “crisis prevention measure”, “crisis management measure” or “recognized third-country
resolution action”, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorized Persons: Stay in Resolution
Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however,
that “crisis prevention measure” shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules;
“BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have
the respective meanings given in the PRA Contractual Stay Rules.
24. (a) In the event that any party that
is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement
and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States.
In the event that any party that is a Covered Entity
or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights could be
exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the
United States. The requirements of this paragraph (a) apply notwithstanding the following paragraph (b).
(b) Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of paragraph (a), no party to this
Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this Agreement that
is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to Insolvency Proceedings, except to the extent
the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.
After a BHC Act Affiliate of a party that is a
Covered Entity has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against
such Covered Entity with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear
and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) For
the purposes of this Section 24:
“BHC Act Affiliate” of a party
means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;
“Covered Entity” means any of
the following:
| (i) | a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b); |
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable;
“Insolvency Proceeding” means
a receivership, insolvency, liquidation, resolution, or similar proceeding; and
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
25. References
to European Union Regulations or Directives in this Agreement include, in relation to the United Kingdom, those Regulations or Directives
as they form part of United Kingdom domestic law by virtue of the EUWA or have been implemented in United Kingdom domestic law, as appropriate.
26. This
Agreement may be executed in one or more counterparts (which may include counterparts delivered by any form of electronic communication
or telecommunication), each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. The words “execution,” “signed,” “signature” and words of like import in this
Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or
stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of
a
paper-based
record-keeping system to the fullest extent permitted by applicable law, domestic or foreign, including, without limitation, the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
[The rest of this page is intentionally left
blank.]
If the foregoing is in accordance with your understanding,
please sign and return to us one counterpart hereof.
|
Very truly yours, |
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NATWEST GROUP PLC |
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By: |
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Name: |
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Title: |
Signature page
to the Underwriting Agreement]
Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
[Signature page to the Pricing Agreement]
ANNEX I
Pricing Agreement
[Names of Representatives]
[As Representatives of the several
Underwriters named in Schedule I hereto,]
___________ __, ____
Ladies and Gentlemen:
NatWest Group plc, a public limited company incorporated
under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated _________ __, ____ (the “Underwriting Agreement”) among the Company
on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the
“Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Contingent
Capital Notes”).
Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure
Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the
date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case
may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the
Prospectus (as amended or supplemented), as the case may be, relating to the Contingent Capital Notes which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein
defined. The Representatives designated to act on behalf of themselves and on behalf of each of the Underwriters of the Contingent Capital
Notes pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set
forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or
a supplement to the Prospectus, as the case may be, relating to the Contingent Capital Notes, in the form heretofore delivered to you
is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
(including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue
and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, or to procure purchasers to purchase from the Company, at the time and place and at the purchase price to
the Underwriters set forth in Schedule II hereto, the principal amount of Contingent Capital Notes set forth opposite the name of such
Underwriter in Schedule I hereto.
If the foregoing is in accordance
with your understanding, please sign and return to us one counterpart hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters and the Company.
The Underwriters agree as among
themselves that they will be bound by and will comply with the Master Agreement Among Underwriters dated ____________ ___, _____ governing
the relationship among NatWest Markets Securities Inc. and the underwriters parties thereto (the “Agreement Among Underwriters”)
with respect to the Contingent Capital Notes and further agree that (so far as the context permits) references in the Agreement Among
Underwriters to “Underwriter” shall refer to the Underwriters herein.
[The rest of this page is intentionally left
blank.]
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Very truly yours, |
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NATWEST GROUP PLC |
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By: |
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Name: |
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Title: |
[Signature page to the Pricing Agreement]
Accepted as of the date hereof:
[names of Representatives]
For themselves and as Representatives of the several Underwriters
[Signature page to the Pricing Agreement]
SCHEDULE I
|
|
Principal Amount of
Contingent Capital Notes
to be Purchased |
|
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|
[Names of Representatives] |
|
[ ] |
[Names of other Underwriters] |
|
[ ] |
|
Total: |
[ ] |
SCHEDULE II
Capitalized terms used herein, unless otherwise
stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Contingent Capital
Notes:
[ ]% Contingent Capital Notes due [ ] (the “Contingent
Capital Notes”)
Aggregate principal amount
of Contingent Capital Notes:
$[ ] principal amount of the Contingent Capital
Notes
Price to Public:
[ ]% of the principal amount of the Contingent
Capital Notes
Purchase Price by Underwriters:
[ ]% of the principal amount of the Contingent
Capital Notes
Underwriting Commission:
[ ]% for the Contingent Capital Notes
Form of Securities:
Book-entry only form represented by one
or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, S.A., as the case may be.
Specified funds for payment
of purchase price:
Wire transfer of immediately available funds
Applicable time:
[ ] a.m. (New York time), ________ __, ____
Time of Delivery:
9:30 a.m. (New York time), ________ __, ____
Indenture:
Contingent Convertible Securities Indenture dated August
10, 2015, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as amended and supplemented
by the Fifth Supplemental Indenture dated as of August 19, 2020 and a supplemental indenture to be dated on or around ____________ ___,
_____.
Issue Date
[·]
Maturity Date:
The Contingent Capital Notes are perpetual securities
and have no fixed maturity date.
Interest Rate for the Contingent
Capital Notes:
From and including the Issue Date to but excluding
[·], 20[·], [·]%
per annum; and
From and including [·],
20[·], to but excluding the next succeeding Reset Date, [·]%
plus the sum of the applicable U.S. Treasury Rate as determined by the Calculation Agent on the relevant Reset Determination Date and
[●]%, converted to a quarterly rate in accordance with market convention (rounded to two decimal places, with 0.005 being rounded
down).
Interest Payment Dates:
Interest will be paid on the Contingent
Capital Notes on ________, ________, ________ and ________ of each year, commencing on __________, ____.
Interest Record Dates:
The regular record dates for each series
of Notes will be the 15th calendar day immediately preceding each Interest Payment Date, whether or not a business day.
[RESET DATES:
[ ], 20[ ] and every [ ] anniversary thereafter.]
Redemption Provisions:
The Contingent Capital Notes may be redeemed as
described in the Prospectus.
U.K. BAIL-IN power:
The Contingent Capital Notes may be subject to
the U.K. bail-in power as described in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing location for delivery
of Contingent Capital Notes:
Offices of Davis Polk & Wardwell London
LLP, 5 Aldermanbury Square
London EC2V 7HR, United Kingdom
Names and addresses of
Representatives:
Designated Representatives: [ ]
Address for Notices: [ ]
CUSIP:
[·]
ISIN:
[·]
Stock Exchange Listing:
Application has been made to the London
Stock Exchange for the Contingent Capital Notes to be admitted to trading onto the International Securities Market.
Other Terms:
The Contingent Capital Notes will have
additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.
ANNEX II
Issuer Free
Writing Prospectuses
Annex II(a) Issuer
Free Writing Prospectuses included in the Disclosure Package
[ ]
Annex II(b) Issuer
Free Writing Prospectuses not included in the Disclosure Package
[ ]
ANNEX III
Pricing Term
Sheet
ANNEX IV
FORM OF OPINION OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
AND U.K. TAX COUNSEL FOR THE COMPANY
[Form of U.S. Opinion]
To be included as a Statement of Fact before the opinion: The Registration
Statement became effective under the 1933 Act and the Indenture qualified under the Trust Indenture Act upon the filing of the Registration
Statement with the Commission on [ ], 2024 pursuant to Rule 462(e).
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we are of the opinion that:
1.
Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Scots law is
concerned, the Underwriting Agreement has been duly executed and delivered by the Company.
2.
Assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Scots law is concerned,
the Indenture has been duly executed and delivered by the Company, and the Indenture (other than the terms expressed to be governed by
Scots law as to which we express no opinion) is a valid and binding agreement of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights[, provided that we express no opinion as to the validity, legally binding effect
or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Contingent
Capital Notes to the extent determined to constitute unearned interest.].
3.
Assuming that the Contingent Capital Notes have been duly authorized, executed and delivered by the Company insofar as Scots law
is concerned, the Contingent Capital Notes (other than the terms expressed to be governed by Scots law as to which we express no opinion),
when the Contingent Capital Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions
giving effect to governmental actions or foreign laws affecting creditors’ rights, and will be entitled to the benefits of the Indenture
(other than the terms expressed to be governed by Scots law as to which we express no opinion) pursuant to which such Contingent Capital
Notes are to be issued[,
1
To be retained to the extent the Notes are offered at a discount.
provided that we express no opinion as to the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon
acceleration of the Contingent Capital Notes to the extent determined to constitute unearned interest.]2
4.
Assuming that each of the Underwriting Agreement and the Indenture has been duly authorized, executed and delivered by the Company
insofar as Scots law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant
to Section 14(a) of the Underwriting Agreement and Section 1.14 of the Indenture, validly and irrevocably submitted to the non-exclusive
personal jurisdiction of any New York state or United States federal court located in the Borough of Manhattan, the City of New York,
New York (each a “New York Court”), in any action arising out of or relating to the Underwriting Agreement and the
Indenture or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so,
any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably appointed CT Corporation System
as its authorized agent for the purposes described in Section 14(b) of the Underwriting Agreement and Section 1.14 of the Indenture; and
service of process effected on such agent in the manner set forth in Section 14(b) of the Underwriting Agreement and Section 1.14 of the
Indenture will be effective to confer valid personal jurisdiction on the Company.
5.
The Company is not, and after giving effect to the offering and sale of the Contingent Capital Notes and the application of the
proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.
6.
The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement,
the Indenture and the Contingent Capital Notes (collectively, the “Documents”), will not contravene any provision of
the statutory laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable
to general business corporations in relation to transactions of the type contemplated thereby, provided that we express no opinion as
to federal or state securities laws.
7.
No consent, approval, authorization or order of, or qualification with, any governmental body or agency under the laws of the State
of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations
in relation to transactions of the type contemplated by the Documents is required for the execution, delivery and performance by the Company
of its obligations under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which
we express no opinion.
2To
be retained to the extent the Notes are offered at a discount.
8.
The choice of Scots law as the proper law to govern the provisions contained in Section 2.01 of the Indenture and Section 5.01
(in relation to subordination) and Section 6.02 (in relation to waiver of the right to set-off by the holders and by the trustee on behalf
of holders) of the ________ Supplemental Indenture should be upheld as a valid choice of law by a New York Court and applied by such courts
in proceedings relating to the obligations of the parties under the Indenture, unless the application of Scots law would contravene the
public policy of the State of New York or U.S. federal law. We are not aware of any public policy of the State of New York or of U.S.
federal law that would be impugned by the enforcement of the express provisions of these provisions of the Indenture. For the purposes
of this paragraph, we have assumed that consent to the choice of law provisions contained in Section 1.12 of the Indenture and Section
10.07 of the ________ Supplemental Indenture was not obtained from any party to the Indenture by improper means or mistake, that the legal
questions as to Scots law at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been
considered and decided under Scots law before initiation of such suit or proceeding, and thus would not be questions of first impression
for a Scottish court and that a Scottish court would itself enforce the choice of law provision contained in Section 1.12 of the Indenture
and Section 10.07 of the ________ Supplemental Indenture.
We have considered the statements included in the Base
Prospectus under the caption “Description of Contingent Convertible Securities” and in the Prospectus Supplement under the
caption “Description of the Contingent Capital Notes” insofar as they summarize provisions of the Indenture and the Contingent
Capital Notes. In our opinion, such statements fairly summarize these provisions in all material respects. The statements included in
the Prospectus Supplement under the caption “UK. and US. Federal Tax Consequences”, insofar as they purport to describe provisions
of U.S. federal income tax laws or legal conclusions with respect thereto, in our opinion fairly and accurately summarize the matters
referred to therein in all material respects.
[Form of UK Tax Opinion]
On the basis of our examination of the documents listed
in the Schedule to this opinion and the other matters referred to in this opinion, and subject to the assumptions set out in this opinion
and any matters not disclosed to us, we are of the opinion that:
1.
The statements in the Prospectus Supplement under the section headed “UK and US Federal Tax Consequences”, insofar
as such statements constitute a general summary of both current United Kingdom tax law and generally published practice of H.M. Revenue
and Customs relevant to the issue of the Contingent Capital Notes, fairly and accurately summarise the matters referred to therein.
2.
No United Kingdom stamp duty or stamp duty reserve tax is required to be paid on the execution and delivery of the Base Underwriting
Agreement or the Pricing Agreement, or the issue and delivery of the Contingent Capital Notes.
FORM OF 10b-5 LETTER OF
DAVIS POLK & WARDWELL LONDON LLP, U.S. COUNSEL
FOR THE COMPANY
On the basis of the information gained in the course
of the performance of the services rendered above, but without independent check or verification except as stated above:
1.
the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the
requirements of the Act and the applicable rules and regulations of the Commission thereunder; and
2.
nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Contingent Capital
Notes:
| a. | on the date of the Underwriting Agreement, the Registration
Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, |
| b. | at the Applicable Time the Disclosure Package contained any
untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or |
| c. | the Prospectus as of the date of the Underwriting Agreement
or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
In providing this letter to you and the other several
Underwriters, we have not been called to pass upon, and we express no view regarding: (1) the financial statements or financial schedules
or other financial or accounting data included in the Registration Statement, the Disclosure Package or the Prospectus or (2) the Statement
of Eligibility of the Trustee on Form T-1. It is understood that, for the purpose of this letter, any data furnished in accordance with
subpart 1400 of Regulation S-K under the Act is financial data. In addition, we express no view as to the conveyance of the Disclosure
Package or the information contained therein to investors.
ANNEX V
FORM OF OPINION OF
CMS Cameron McKenna NABARRO OLSWANG LLP,
SCOTTISH SOLICITORS TO THE COMPANY
Based upon and subject to the foregoing and subject to the
qualifications set out below and to any matters not disclosed to us, it is our opinion that so far as the present law of Scotland is concerned:
| (1) | The Company has been duly incorporated in Great Britain as a limited liability company and is validly
registered under the law of Scotland, is not in liquidation, and has the corporate power and authority under such law to conduct its business
as described in the Prospectus and/or the Prospectus Supplement. |
| (2) | The Notes (in global or definitive form) (when executed by the Company in accordance with the Indenture),
insofar as Scots law governs the formalities of execution and delivery thereof, will have been duly executed by or on behalf of the Company,
and (upon their issue, authentication and delivery in accordance with the terms of the Pricing Agreement, the Underwriting Agreement and
the Indenture) will have been duly issued and delivered, and they will constitute legally valid and binding and enforceable obligations
of the Company. |
| (3) | The creation and issue of the Notes and the execution, delivery and performance by the Company of the
Agreements are within the corporate power of the Company and have been duly authorised by all necessary corporate action of the Company. |
| (4) | The obligations on the part of the Company under the Agreements are legally valid and binding and enforceable
against the Company. |
| (5) | No authorisations, approvals, consents or licences of governmental, judicial or public bodies or authorities
of or in Scotland (together consents) are required by the Company as a result of the Company being a Scottish registered company
for the valid execution, issue and delivery of the Notes. |
| (6) | Neither the execution, delivery and performance by the Company of the Agreements, nor the execution,
issue and delivery of the Notes, will of itself result in any violation in any material respect of: |
| (a) | the Memorandum or Articles of Association of the Company;
or |
| (b) | any existing applicable mandatory provision of Scots law or
regulation; or |
| (c) | any existing judgment, order or decree of any Scottish court. |
| (7) | All Settlement Shares, when issued and delivered upon conversion in accordance with the terms of the
Indenture, will be duly authorized and validly issued and credited as fully paid, and will not be subject to further call or contribution. |
| (8) | We have considered the statements included in the Prospectus under the caption “Description of
Ordinary Shares” insofar as they summarize material terms of the Settlement Shares, as set out in the Company’s articles of
association and in the applicable material provisions of UK law. In our opinion, such statements fairly summarize these terms. |
| (9) | The Underwriters would under current practice of the Scottish courts (assuming the effect of Section
14 of the Underwriting Agreement is not to prorogate the exclusive jurisdiction of the courts of the United States of America or the State
of New York specified therein (each a New York Court)) be permitted to commence proceedings in the Scottish courts for enforcement
of the Underwriting Agreement and the Pricing Agreement, and the Scottish courts would accept jurisdiction in any proceedings for so long
as the Company remains domiciled in Scotland and, upon proper averments being made in a Scottish court in any such proceedings, the choice
of the law of the State of New York as the governing law of the Underwriting Agreement would be upheld as a valid choice of law by that
court. |
| (10) | The Agreements have, insofar as Scots law governs the formalities of execution and delivery thereof,
been duly executed and delivered by or on behalf of the Company. |
| (11) | The (i) submission by the Company in Section 14 of the Underwriting Agreement to the jurisdiction
of the New York Courts, and the designation, appointment and empowerment by the Company under the said Section 14 of an agent for service,
and (ii) the designation, appointment and empowerment by the Company of an agent for service under Section 1.14 of the Indenture,
would be upheld by the Scottish courts as valid and effective. |
| (12) | In relation to any Agreement which is expressed to be governed by the law of the State of New York as
its governing law, a judgment of the New York Courts as the relevant forum would be recognised in Scotland through an action of decree–conform
under common law in the Court of Session in Scotland, assuming that (1) the court which issued the judgment had jurisdiction and
acted judicially with no element of unfairness, (2) such judgment was final, not obtained by fraud, or a revenue or penal action,
remained capable of enforcement in the place it was pronounced and was not contrary to natural justice, and (3) enforcement of the
judgment is not contrary to Scottish public policy. |
| (13) | Each holder of a Note is (if and when a valid cause of action which is enforceable by a Holder (as defined
in the Indenture) arises under the Notes), entitled to sue as claimant in the Scottish courts for the enforcement of its rights against
the Company, and such entitlement will not be subject to any conditions which are not applicable to residents of Scotland, save that a
Scottish court may require a person who is not resident in Scotland to provide security for costs. |
| (14) | In the event of a winding up of the Company in accordance with Scottish insolvency rules or a Qualifying
Administration (as defined in the Indenture), the subordination provisions will, in respect of the Notes, be given effect by the courts
in Scotland in accordance with their terms. |
| (15) | The choice of Scots law to govern the subordination provisions would be recognized and upheld by the
Scottish courts. |
| (16) | The choice of the law of the State of New York to govern the contractual rights of the Trustee under
the last paragraph of Section 6.07 of the Indenture would be recognized and upheld by the Scottish courts, unless the application of the
law of the State of New York would be incompatible with the principles of public policy applied by the Scottish courts. |
ANNEX VI
FORM OF OPINION OF MILBANK
LLP, COUNSEL FOR THE UNDERWRITERS
Based upon and subject to the foregoing,
and subject also to the assumptions and qualifications set forth below, and having regard to legal considerations we deem relevant, we
are of the opinion that:
1.
The Underwriting Agreement (including the Pricing Agreement) has been duly executed and delivered by the Issuer, to the extent
that the execution and delivery thereof are governed by the laws of the State of New York.
2.
The Indenture has been duly executed and delivered by the Issuer to the extent such execution and delivery is a matter of New York
law, and constitutes a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms,
except (A) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer, or similar laws relating to or affecting creditors’ rights generally, and subject to the possible judicial application
of foreign laws or governmental action affecting creditors’ rights generally; and (B) as the enforceability thereof is subject to
the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (i)
the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.
3.
The Notes have been duly executed and delivered by the Issuer, to the extent such execution is a matter of New York law, and, when
authenticated by the Trustee in accordance with the Indenture and issued and paid for as provided in the Underwriting Agreement (including
the Pricing Agreement), the Notes (other than the terms governed by Scots law as to which we express no opinion and subject to the qualifications
in paragraph 2 above) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with
their terms and entitled to the benefits of the Indenture (other than the terms governed by Scots law as to which we express no opinion).
4.
The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
5.
The statements set forth in the Disclosure Package and the Prospectus under the captions “Description of the Contingent Capital
Notes” and “Description of Contingent Convertible Securities”, in each case, insofar as such statements purport to summarize
certain provisions of the Indenture and the Notes, fairly summarize in all material respects such provisions.
6.
Subject to the limitations and qualifications stated therein, the statement set forth in the Disclosure Package and the Prospectus
under the caption “UK and U.S. Federal Tax Consequences”, in each case to the extent they purport to summarize U.S. federal
income tax laws referred to therein, fairly summarize in all material respects such U.S. federal tax income laws.
7.
Each of the Registration Statement, as of its most recent effective date, the Disclosure Package, as of the Applicable Time, and
the Prospectus, as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the applicable
requirements of the Securities Act and the rules and regulations thereunder, except that we express no opinion and make no statement as
to any financial statements and other financial and accounting information and data included or incorporated by reference therein. In
rendering this opinion we take no responsibility for the accuracy, completeness or fairness of the statements made in the Registration
Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs 5 and 6.
FORM OF 10b-5 LETTER OF MILBANK
LLP,
COUNSEL FOR THE UNDERWRITERS
On the basis of and subject to the
foregoing we confirm to you that nothing has come to our attention that causes us to believe that:
(i)
the Registration Statement (other than the financial statements and schedules and other financial and accounting information and
data and that part of the Registration Statement that constitutes the Form T-1, as to which we express no belief and make no statement),
as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not misleading;
(ii)
the Disclosure Package (other than the financial statements and other financial and accounting information and data, as to which
we express no belief and make no statement), as of the Applicable Time, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; or
(iii)
the Prospectus (other than the financial statements and other financial and accounting information and data, as to which we express
no belief and make no statement), as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
Exhibit 4.4
NATWEST GROUP PLC
as Company
and
THE BANK OF NEW YORK MELLON,
ACTING THROUGH ITS LONDON BRANCH
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
dated as of August 19, 2020
to the
SUBORDINATED DEBT SECURITIES INDENTURE
dated as of December 4, 2012
and the
FIRST SUPPLEMENTAL INDENTURE
dated as of December 4, 2012
and the
FOURTH SUPPLEMENTAL INDENTURE
dated as of May 28, 2014
This SIXTH SUPPLEMENTAL INDENTURE dated as of August 19, 2020, among
NATWEST GROUP PLC (f/k/a THE ROYAL BANK OF SCOTLAND GROUP PLC), a corporation incorporated in Scotland with registered number SC045551,
as issuer (the “Company”), and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation
duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate
Trust Office at One Canada Square, London E14 5AL.
WITNESSETH:
WHEREAS, the Company and the Trustee have executed
and delivered a Subordinated Debt Securities Indenture dated as of December 4, 2012, as amended and supplemented by the First Supplemental
Indenture dated as of December 4, 2012 and the Fourth Supplemental Indenture dated as of May 28, 2014 as above (collectively, the “Base
Indenture”) to provide for the issuance of the Company’s Subordinated Debt Securities from time to time;
WHEREAS, Section 9.01(i) of the Base Indenture
provides that the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of Subordinated Debt
Securities to make any other provisions with respect to matters or questions arising under the Base Indenture, provided such action shall
not adversely affect the interests of the Holders of the Subordinated Debt Securities of any series in any material respect;
WHEREAS, the Company changed its name from The
Royal Bank of Scotland Group plc to NatWest Group plc on July 22, 2020 pursuant to a Board Resolution dated July 15, 2020;
WHEREAS, the Company’s name change became
effective on July 22, 2020 pursuant to the filing of a Certificate of Incorporation on Change of Name with the Companies House in Edinburgh
on July 22, 2020 in accordance with the Companies Act 2006;
WHEREAS, the Company desires to record this change
of name for purpose of the Base Indenture, all indentures supplemental thereto and all Global Securities issued and to be issued thereunder
to reflect the name change pursuant to this Sixth Supplemental Indenture dated as of August 19, 2020 (the “Sixth Supplemental
Indenture”);
WHEREAS, this Sixth Supplemental Indenture shall,
with effect from July 22, 2020, amend and supplement the Base Indenture with respect to each outstanding series of Subordinated Debt Securities
and each series of Subordinated Debt Securities issued on or after the date hereof; to the extent that the terms of the Base Indenture
are inconsistent with the provisions of this Sixth Supplemental Indenture, the terms of this Sixth Supplemental Indenture shall govern;
WHEREAS, there are no Subordinated Debt Securities
outstanding of any series created prior to the execution of this Sixth Supplemental Indenture which would be adversely affected by such
provisions;
WHEREAS, the entry into of this Sixth Supplemental
Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Base Indenture; and
WHEREAS, the Company has requested that the Trustee
execute and deliver this Sixth Supplemental Indenture, and whereas all actions required by it to be taken in order to make this Sixth
Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the
execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee mutually
covenant and agree as follows:
Article
1
DEFINITIONS
Section 1.01.
Definition of Terms. For all purposes of this Sixth Supplemental Indenture:
(a)
a term defined anywhere in this Sixth Supplemental Indenture has the same meaning throughout;
(b)
capitalized terms used but not otherwise herein defined shall have the meanings assigned to them in the Base Indenture;
(c)
the singular includes the plural and vice versa; and
(d)
headings are for convenience of reference only and do not affect interpretation.
Article
2
AMENDMENTS TO THE BASE INDENTURE
Section 2.01.
References to The Royal Bank of Scotland Group plc. With respect to each outstanding series of Subordinated Debt Securities
and each series of Subordinated Debt Securities issued on or after the date hereof, all references to “The Royal Bank of Scotland
Group plc” in the Base Indenture, all indentures supplemental thereto (except, for the avoidance of doubt, this Sixth Supplemental
Indenture) and all Global Securities issued thereunder shall be read to refer to “NatWest Group plc”.
Section 2.02.
Execution. With respect to each outstanding series of Subordinated Debt Securities and each series of Subordinated Debt Securities
issued on or after the date hereof, the Base Indenture is amended to include a new Section 1.16 which shall read as follows:
“Section 1.16 Execution.
The words “execution,” “signed,” “signature,” “manual signature” and words of like import
in this Amended and Restated Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the
Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of
the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act. Each party agrees that this Amended and Restated Indenture, any indentures supplemental hereto, any Senior
Debt Securities issued hereunder and any other documents delivered hereunder may be electronically or digitally signed using DocuSign
(or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in
its sole discretion), and that any such electronic or digital signatures appearing on this Amended and Restated Indenture, any indentures
supplemental hereto, any Subordinated Debt Securities issued hereunder and any other documents delivered hereunder are the same as handwritten
signatures for the purposes of validity, enforceability and admissibility.”
Article
3
MISCELLANEOUS
Section 3.01.
Effect of Supplemental Indenture. Upon the execution and delivery of this Sixth Supplemental Indenture by the Company and
the Trustee, and the delivery of the documents referred to in Section 3.02 herein, the Base Indenture, all indentures supplemental
thereto and all Global Securities issued thereunder shall, with effect from July 22, 2020, be amended and supplemented in accordance herewith,
and this Sixth Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of each outstanding series of
Subordinated Debt Securities and each series of Subordinated Debt Securities issued on or after the date hereof.
Section 3.02.
Other Documents to Be Given to the Trustee. As specified in Section 9.03 of the Base Indenture and subject to the provisions of
Section 6.03 of the Base Indenture, the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel
stating the recitals contained in Section 1.02 of the Base Indenture, and in the case of such Opinion of Counsel, that this Sixth Supplemental
Indenture is authorized or permitted by the Base Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to
Section 1.03 of the Base Indenture) constitutes valid and binding obligations of the Company enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability and may be subject to possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, as conclusive evidence that this Sixth Supplemental Indenture complies with
the applicable provisions of the Base Indenture.
Section 3.03.
Confirmation of Indenture. The Base Indenture and this Sixth Supplemental Indenture with respect to each outstanding series
of Subordinated Debt Securities and each series of Subordinated Debt Securities issued on or after the date hereof, is in all respects
ratified and confirmed, including without limitation Section 6.07 of the Base Indenture, and the Base Indenture, this Sixth Supplemental
Indenture and all indentures supplemental thereto shall, in respect of each outstanding series of Subordinated Debt Securities and each
series of Subordinated Debt Securities issued on or after the date hereof, be read, taken and construed as one and the same instrument.
This Sixth Supplemental Indenture constitutes an integral part of the Base Indenture with respect to each outstanding series of Subordinated
Debt Securities and each series of Subordinated Debt Securities issued on or after the date hereof. In the event of a conflict between
the terms and conditions of the Base Indenture and the terms and conditions of this Sixth Supplemental Indenture, the terms and conditions
of this Sixth Supplemental Indenture shall prevail with respect to each outstanding series of Subordinated Debt Securities and each series
of Subordinated Debt Securities issued on or after the date hereof.
Section 3.04.
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Sixth Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Sixth Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Base Indenture relating to the conduct of or affecting
the liability of or affording protection to the Trustee.
Section 3.05.
Governing Law. This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Base Indenture, and except that the
authorization and execution by the Company of this Sixth Supplemental Indenture shall be governed by (in addition
to the laws of the State of New York relevant to execution) the respective
jurisdictions of the Company and the Trustee, as the case may be.
Section 3.06.
Reparability. In case any provision contained in this Sixth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07.
Counterparts and Execution. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same instrument.
The words “execution,” “signed,”
“signature,” and words of like import in this Sixth Supplemental Indenture shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature
provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Sixth Supplemental Indenture
may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in
writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing
on this Sixth Supplemental Indenture are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Sixth Supplemental Indenture to be duly executed as of the date first written above.
|
NATWEST GROUP PLC, as the
Company |
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|
|
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By: |
/s/ Donal Quaid |
|
|
Name: Donal Quaid |
|
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Title: Treasurer |
|
THE BANK OF NEW YORK MELLON,
LONDON BRANCH, as Trustee |
|
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By: |
/s/ Tom Vanson |
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Name: Tom Vanson |
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Title: Authorised Signatory |
[Signature Page to Sixth Supplemental Indenture]
Exhibit 4.6
NATWEST GROUP PLC
as Company
and
THE BANK OF NEW YORK MELLON, ACTING THROUGH
ITS
LONDON BRANCH
as Trustee
SEVENTH SUPPLEMENTAL INDENTURE
dated as of August 19, 2020
to the
AMENDED AND RESTATED INDENTURE
dated as of December 13, 2017
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of
August 19, 2020, among NATWEST GROUP PLC (f/k/a THE ROYAL BANK OF SCOTLAND GROUP PLC), a corporation incorporated in Scotland with registered
number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking
corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having
its Corporate Trust Office at One Canada Square, London E14 5AL.
WITNESSETH:
WHEREAS, the Company and the Trustee have executed
and delivered an amended and restated Indenture dated as of December 13, 2017 (the “Base Indenture”) to provide for
the issuance of the Company’s Senior Debt Securities from time to time;
WHEREAS, Section 9.01(i) of the Amended and Restated
Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of Senior Debt
Securities to make any other provisions with respect to matters or questions arising under the Base Indenture, provided such action shall
not adversely affect the interests of the Holders of Senior Debt Securities of any series in any material respect;
WHEREAS, the Company changed its name from The
Royal Bank of Scotland Group plc to NatWest Group plc on July 22, 2020 pursuant to a Board Resolution dated July 15, 2020;
WHEREAS, the Company’s name change became
effective on July 22, 2020 pursuant to the filing of a Certificate of Incorporation on Change of Name with the Companies House in Edinburgh
on July 22, 2020 in accordance with the Companies Act 2006;
WHEREAS, the Company desires to record this change
of name for purpose of the Base Indenture, all indentures supplemental thereto and all Global Securities issued and to be issued thereunder
to reflect the name change pursuant to this Seventh Supplemental Indenture dated as of August 19, 2020 (the “Seventh Supplemental
Indenture”);
WHEREAS, this Seventh Supplemental Indenture shall,
with effect from July 22, 2020, amend and supplement the Base Indenture with respect to each outstanding series of Senior Debt Securities
and each series of Senior Debt Securities issued on or after the date hereof; to the extent that the terms of the Base Indenture are inconsistent
with the provisions of this Seventh Supplemental Indenture, the terms of this Seventh Supplemental Indenture shall govern;
WHEREAS, there are no Senior Debt Securities outstanding
of any series created prior to the execution of this Seventh Supplemental Indenture which would be adversely affected by such provisions;
WHEREAS, the entry into of this Seventh Supplemental
Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Base Indenture; and
WHEREAS, the Company has requested that the Trustee
execute and deliver this Seventh Supplemental Indenture, and whereas all actions required by it to be taken in order to make this Seventh
Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the
execution and delivery of this Seventh Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee mutually
covenant and agree as follows:
Article
1
DEFINITIONS
Section 1.01.
Definition of Terms. For all purposes of this Seventh Supplemental Indenture:
(a)
a term defined anywhere in this Seventh Supplemental Indenture has the same meaning throughout;
(b)
capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Base Indenture;
(c)
the singular includes the plural and vice versa; and
(d)
headings are for convenience of reference only and do not affect interpretation.
Article
2
AMENDMENTS TO THE BASE INDENTURE
Section 2.01.
References to The Royal Bank of Scotland Group plc. With respect to each outstanding series of Senior Debt Securities and
each series of Senior Debt Securities issued on or after the date hereof, all references to “The Royal Bank of Scotland Group plc”
in the Base Indenture, all indentures supplemental thereto (except, for the avoidance of doubt, this Seventh Supplemental Indenture) and
all Global Securities issued thereunder shall be read to refer to “NatWest Group plc”.
Section 2.02.
Execution. With respect to each outstanding series of Senior Debt Securities and each series of Senior Debt Securities
issued on or after the date hereof, the Base Indenture is amended to include a new Section 1.17 which shall read as follows:
“Section 1.17 Execution.
The words “execution,” “signed,” “signature,” “manual signature” and words of like import
in this Amended and Restated Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the
Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of
the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act. Each party agrees that this Amended and Restated Indenture, any indentures supplemental hereto, any Senior
Debt Securities issued hereunder and any other documents delivered hereunder may be electronically or digitally signed using DocuSign
(or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in
its sole discretion), and that any such electronic or digital signatures appearing on this Amended and Restated Indenture, any indentures
supplemental hereto, any Senior Debt Securities issued hereunder and any other documents delivered hereunder are the same as handwritten
signatures for the purposes of validity, enforceability and admissibility.”
Article
3
MISCELLANEOUS
Section 3.01.
Effect of Supplemental Indenture. Upon the execution and delivery of this Seventh Supplemental Indenture by the Company
and the Trustee, and the delivery of the documents referred to in Section 3.02 herein, the Base Indenture, all indentures supplemental
thereto and all Global Securities issued thereunder shall, with effect from July 22, 2020, be amended and supplemented in accordance herewith,
and this Seventh Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of each outstanding series
of Senior Debt Securities and each series of Senior Debt Securities issued on or after the date hereof.
Section 2.02.
Other Documents to Be Given to the Trustee. As specified in Section
9.03 of the Base Indenture and subject to the provisions of Section 6.03 of the Base Indenture, the Trustee shall be entitled to receive
an Officer’s Certificate and an Opinion of Counsel stating the recitals contained in Section 1.02 of the Base Indenture, and in
the case of such Opinion of Counsel, that this Seventh Supplemental Indenture is authorized or permitted by the Base Indenture, conforms
to the requirements of the Trust Indenture Act, and (subject to Section 1.03 of the Base Indenture) constitutes valid and binding obligations
of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability and may be subject to possible judicial
or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, as conclusive evidence
that this Seventh Supplemental Indenture complies with the applicable provisions of the Base Indenture.
Section 3.03.
Confirmation of Indenture. The Base Indenture and this Seventh Supplemental Indenture with respect to each outstanding series
of Senior Debt Securities and each series of Senior Debt Securities issued on or after the date hereof, is in all respects ratified and
confirmed, including without limitation Section 6.07 and Article 12 of the Base Indenture, and the Base Indenture, this Seventh Supplemental
Indenture and all indentures supplemental thereto shall, in respect of each outstanding series of Senior Debt Securities and each series
of Senior Debt Securities issued on or after the date hereof, be read, taken and construed as one and the same instrument. This Seventh
Supplemental Indenture constitutes an integral part of the Base Indenture with respect to each outstanding series of Senior Debt Securities
and each series of Senior Debt Securities issued on or after the date hereof. In the event of a conflict between the terms and conditions
of the Base Indenture and the terms and conditions of this Seventh Supplemental Indenture, the terms and conditions of this Seventh Supplemental
Indenture shall prevail with respect to each outstanding series of Senior Debt Securities and each series of Senior Debt Securities issued
on or after the date hereof.
Section 3.04.
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Seventh
Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into
this Seventh Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Base Indenture relating to
the conduct of or affecting the liability of or affording protection to the Trustee.
Section 3.05.
Governing Law. This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Base Indenture, and except that
the authorization and execution by the
Company of this Seventh Supplemental Indenture shall be governed by
(in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company and the Trustee,
as the case may be.
Section 3.06.
Reparability. In case any provision contained in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07.
Counterparts and Execution. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same instrument.
The words “execution,” signed,”
“signature,” and words of like import in this Seventh Supplemental Indenture shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature
provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Seventh Supplemental Indenture
may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in
writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing
on this Seventh Supplemental Indenture are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Seventh Supplemental Indenture to be duly executed as of the date first written above.
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NATWEST GROUP PLC, as the Company |
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|
|
|
By: |
/s/ Donal Quaid |
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|
Name: Donal Quaid |
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|
Title: Treasurer |
[Signature Page to Seventh Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee |
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|
|
By: |
/s/ Tom Vanson |
|
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Name: Tom Vanson |
|
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TItle: Authorised Signatory |
[Signature Page to Seventh Supplemental Indenture]
Exhibit 4.10
Execution Version
NATWEST GROUP PLC
as Company,
and
THE BANK OF NEW YORK MELLON, ACTING THROUGH
ITS
LONDON BRANCH
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
dated as of August 19, 2020
to
CONTINGENT CONVERTIBLE SECURITIES INDENTURE
dated as of August 10, 2015
This FIFTH SUPPLEMENTAL INDENTURE (“Fifth
Supplemental Indenture”), dated as of August 19, 2020, between, NATWEST GROUP PLC (f/k/a THE ROYAL BANK OF SCOTLAND GROUP PLC),
a company incorporated in Scotland with registered number SC045551, as issuer (the “Company”), having its registered
office at 36 St Andrew Square, Edinburgh EH2 2YB, United Kingdom and THE BANK OF NEW YORK MELLON, acting through its London Branch, a
banking corporation duly organized and existing under the laws of the State of New York, as trustee under the Contingent Convertible Securities
Indenture (the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
WITNESSETH:
WHEREAS, the Company and the Trustee have executed
and delivered a Contingent Convertible Securities Indenture, dated as of August 10, 2015 (the “Contingent Convertible Securities
Indenture”), to provide for the issuance of the Company’s Contingent Convertible Securities (the “Securities”);
WHEREAS, Section 9.01(i) of the Contingent Convertible
Securities Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of Holders
of Securities to make any other provisions with respect to matters or questions arising under the Contingent Convertible Securities Indenture,
provided such action shall not adversely affect the interests of the Holders of the Securities of any series in any material respect;
WHEREAS, the Company changed its name from The
Royal Bank of Scotland Group plc to NatWest Group plc on July 22, 2020 pursuant to a Board Resolution dated July 15, 2020;
WHEREAS, the Company’s name change became
effective on July 22, 2020 pursuant to the filing of a Certificate of Incorporation on Change of Name with the Companies House in Edinburgh
on July 22, 2020 in accordance with the Companies Act 2006;
WHEREAS, the Company desires to record this change
of name for purpose of the Contingent Convertible Securities Indenture, all indentures supplemental thereto and all Global Securities
issued and to be issued thereunder to reflect the name change pursuant to this Fifth Supplemental Indenture dated as of August 19, 2020;
WHEREAS, this Fifth Supplemental Indenture shall,
with effect from July 22, 2020, amend and supplement the Contingent Convertible Securities Indenture with respect to each outstanding
series of Securities and each series of Securities issued on or after the date hereof; to the extent that the terms of the Contingent
Convertible Securities Indenture are inconsistent with the provisions of this Fifth Supplemental Indenture, the terms of this Fifth Supplemental
Indenture shall govern;
WHEREAS, there are no Securities outstanding of
any series created prior to the execution of this Fifth Supplemental Indenture which would be adversely affected by such provisions;
WHEREAS, the entry into of this Fifth Supplemental
Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Contingent Convertible Securities Indenture;
and
WHEREAS, the Company has requested that the Trustee
execute and deliver this Fifth Supplemental Indenture, and whereas all actions required by it to be taken in order to make this Fifth
Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the
execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee mutually
covenant and agree as follows:
Article
1
Definitions
Section 1.01.
Definition of Terms. For all purposes of this Fifth Supplemental Indenture:
(a)
a term defined anywhere in this Fifth Supplemental Indenture has the same meaning throughout;
(b)
capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Contingent Convertible
Securities Indenture;
(c)
the singular includes the plural and vice versa; and
(d)
headings are for convenience of reference only and do not affect interpretation.
Article
2
Amendments To The Contingent Convertible Securities Indenture
Section 2.01.
References to The Royal Bank of Scotland Group plc. With respect to each outstanding series of Securities and each series
of Securities issued on or after the date hereof, all references to “The Royal Bank of Scotland Group plc” in the Contingent
Convertible Securities Indenture, all indentures supplemental thereto (except, for the avoidance of doubt, this Fifth Supplemental Indenture)
and all Global Securities issued thereunder shall be read to refer to “NatWest Group plc”.
Section 2.02.
Execution. With respect to each outstanding series of Securities and each series of Securities issued on or after the date
hereof, the Contingent Convertible Securities Indenture is amended to include a new Section 1.17 which shall read as follows:
“Section 1.17 Execution.
The words “execution,” “signed,” “signature,” “manual signature” and words of like import
in this Amended and Restated Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the
Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of
the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act. Each party agrees that this Amended and Restated Indenture, any indentures supplemental hereto, any Senior
Debt Securities issued hereunder and any other documents delivered hereunder may be electronically or digitally signed using DocuSign
(or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in
its sole discretion), and that any such electronic or digital signatures appearing on this Amended and Restated Indenture, any indentures
supplemental hereto, any Securities issued hereunder and any other documents delivered hereunder are the same as handwritten signatures
for the purposes of validity, enforceability and admissibility”
Article
3
Miscellaneous
Section 3.01.
Effect of Supplemental Indenture. Upon the execution and delivery of this Fifth Supplemental Indenture by the Company and
the Trustee, and the delivery of the documents referred to in Section 3.02 herein, the
Contingent Convertible Securities Indenture, all indentures supplemental thereto and all Global Securities issued thereunder shall, with
effect from July 22, 2020, be amended and supplemented in accordance herewith, and this Fifth Supplemental Indenture shall form a part
of the Contingent Convertible Securities Indenture for all purposes in respect of each outstanding series of Securities and each series
of Securities issued on or after the date hereof.
Section 3.02.
Other Documents to Be Given to the Trustee. As specified in Section 9.03 of the Contingent Convertible Securities Indenture
and subject to the provisions of Section 6.03 of the Contingent Convertible Securities Indenture, the Trustee shall be entitled to receive
an Officer’s Certificate and an Opinion of Counsel stating the recitals contained in Section 1.02 of the Contingent Convertible
Securities Indenture, and in the case of such Opinion of Counsel, that this Fifth Supplemental Indenture is authorized or permitted by
the Contingent Convertible Securities Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to Section 1.03
of the Contingent Convertible Securities Indenture) constitutes valid and binding obligations of the Company enforceable in accordance
with their terms, subject to applicable
bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting
creditors’ rights, as conclusive evidence that this Fifth Supplemental Indenture complies with the applicable provisions of the
Contingent Convertible Securities Indenture.
Section 3.03.
Confirmation of Indenture. The Contingent Convertible Securities Indenture and this Fifth Supplemental Indenture with respect
to each outstanding series of Securities and each series of Securities issued on or after the date hereof, is in all respects ratified
and confirmed, including without limitation Section 6.07 of the Contingent Convertible Securities Indenture, and the Contingent Convertible
Securities Indenture, this Fifth Supplemental Indenture and all indentures supplemental thereto shall, in respect of each outstanding
series of Securities and each series of Securities issued on or after the date hereof, be read, taken and construed as one and the same
instrument. This Fifth Supplemental Indenture constitutes an integral part of the Contingent Convertible Securities Indenture with respect
to each outstanding series of Securities and each series of Securities issued on or after the date hereof. In the event of a conflict
between the terms and conditions of the Contingent Convertible Securities Indenture and the terms and conditions of this Fifth Supplemental
Indenture, the terms and conditions of this Fifth Supplemental Indenture shall prevail with respect to each outstanding series of Securities
and each series of Securities issued on or after the date hereof.
Section 3.04.
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Fifth Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Fifth Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Contingent Convertible Securities Indenture relating
to the conduct of or affecting the liability of or affording protection to the Trustee.
Section 3.05.
Governing Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Contingent Convertible Securities Indenture,
and except that the authorization and execution by the Company of this Fifth Supplemental Indenture shall be governed by (in addition
to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company and the Trustee, as the case may
be.
Section 3.06.
Reparability. In case any provision contained in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07.
Counterparts and Execution. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same instrument.
The words “execution,” “signed,”
“signature,” and words of like import in this Fifth Supplemental Indenture shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature
provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Fifth Supplemental Indenture
may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in
writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing
on this Fifth Supplemental Indenture are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Fifth Supplemental Indenture to be duly executed as of the date first written above.
|
NATWEST GROUP PLC, as the Company |
|
|
|
By: |
/s/ Donal Quaid |
|
|
Name: Donal Quaid |
|
|
Title: Treasurer |
|
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee |
|
|
|
By: |
/s/ Tom Vanson |
|
|
Name: Tom Vanson |
|
|
Title: Authorised Signatory |
[Signature Page to Fifth Supplemental Indenture]
Exhibit 5.1
|
+44 20 7418 1300
davispolk.com
|
Davis Polk & Wardwell
London llp
5 Aldermanbury Square
London EC2V 7HR
|
|
NatWest Group plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
|
Ladies and Gentlemen:
We are acting as special United States counsel to NatWest Group plc
(the “Group”), a public limited company organized under the laws of Scotland, in connection with the Registration Statement
on Form F-3 (the “Registration Statement”) and the related Prospectus (the “Prospectus”) filed by
the Group with the United States Securities and Exchange Commission (the “Commission”) on the date hereof for the purpose
of registering under the U.S. Securities Act of 1933, as amended (the “Act”), an indeterminate amount of the following
securities which may be issued from time to time by the Group: (i) senior debt securities (the “Senior Debt Securities”)
pursuant to an amended and restated indenture (the “Senior Debt Securities Indenture”) dated as of December 13, 2017,
between the Group and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”); (ii) subordinated debt
securities (the “Subordinated Debt Securities”) pursuant to an indenture (the “Subordinated Debt Securities
Indenture”) dated as of December 4, 2012, between the Group and the Trustee; (iii) contingent convertible securities (the “Contingent
Convertible Securities” and, together with the Senior Debt Securities and Subordinated Debt Securities, the “Securities”)
pursuant to an indenture (the “Contingent Convertible Securities Indenture” and, together with the Senior Debt Securities
Indenture and Subordinated Debt Securities Indenture, the “Indentures” and each, an “Indenture”)
dated as of August 10, 2015, between the Group and the Trustee; (iv) dollar preference shares; (v) ordinary shares; and (vi) rights to
subscribe for ordinary shares.
We, as your United States counsel, have examined originals or copies
of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents submitted
to us as copies conform to authentic, complete originals; (iii) all documents filed with or submitted to the Commission through its Electronic
Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the
versions of such documents reviewed by us prior to such formatting, (iv) all documents filed as exhibits to the Registration Statement
that have not been executed will conform to the forms thereof; (v) all signatures on all documents that we reviewed are genuine; (vi)
all natural persons executing documents had and have the legal capacity to do so; (vii) all statements in certificates of public officials
and officers of the Group that we reviewed were and are accurate; and (viii) all representations made by the Group as to matters of fact
in the documents that we reviewed, or otherwise made to us by the Group, were and are accurate.
Davis
Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised
and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities
|
NatWest Group Plc |
|
|
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion, assuming that the applicable Indenture and any related supplemental
indenture that has been or will be entered into in connection with any issuance of Securities has been duly authorized, executed and delivered
by the Group insofar as Scottish law is concerned, the specific terms of a particular series of such Securities have been duly authorized
and established in accordance with the applicable Indenture, and such Securities have been duly authorized, executed, authenticated, issued
and delivered by the Group insofar as Scottish law is concerned, such Securities, when such Securities are authenticated in accordance
with the terms of the applicable Indenture and delivered and paid for in accordance with the terms of the applicable underwriting agreement,
will constitute valid and binding obligations of the Group entitled to the benefits of the applicable Indenture, enforceable against the
Group in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability and (ii) possible judicial or regulatory
actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as
to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal
amount upon acceleration of the Securities to the extent determined to constitute unearned interest and we express no opinion regarding
the provisions contained in the Indentures or the Securities which are expressed to be governed by Scottish law.
In connection with the opinions expressed above, we have assumed that
at or prior to the time of the delivery of any such Securities (i) the Board of Directors of the Group shall have duly established the
terms of such Securities and duly authorized the issuance and sale of such Securities and such authorization shall not have been modified
or rescinded; (ii) the Group is, and shall remain, validly existing as a public limited company under the laws of Scotland; (iii) the
Trustee is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (iv) the Registration
Statement shall have become effective and such effectiveness shall not have been terminated or rescinded; (v) the Indentures and Securities
are each valid, binding and enforceable agreements of each party thereto; (vi) the Indentures have been duly authorized, executed and
delivered by the Trustee; and (vi) there shall not have occurred any change in law affecting the validity or enforceability of such Indenture
or Securities. We have also assumed that the execution, delivery and performance by the Group of the Indentures and any such Securities
and the execution, delivery and performance by the Trustee of the Indentures whose terms are established subsequent to the date hereof
(a) are within the corporate powers of the Group and the Trustee, (b) do not contravene, or constitute a default under, the certificate
of incorporation or bylaws or other constitutive documents of the Group or the Trustee, (c) require no action by or in respect of, or
filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable
law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the
Group or the Trustee.
We express no opinion as to (i) provisions in the Indentures that purport
to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like; (ii) whether a United States
federal court would have subject-matter or personal jurisdiction over a controversy arising under the Securities; or (iii) the effectiveness
of any service of process made other than in accordance with applicable law.
We express no opinion as to (i) whether a New York State or United States
federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would
use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.
We express no opinion with respect to any provisions in the Securities
or the Indentures relating to the acknowledgement of or consent to the exercise of any U.K. bail-in power (as defined therein).
|
NatWest Group Plc |
|
|
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of the United States. Insofar as the foregoing opinion involves
matters governed by the laws of Scotland, we have relied, without independent inquiry or investigation, on the opinion of CMS Cameron
McKenna Nabarro Olswang LLP, Scottish legal counsel to the Group, dated as of December 23, 2024, to be filed as an exhibit to the Registration
Statement concurrently with this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement to be filed by the Group on the date hereof and further consent to the reference to our name under the caption
“Legal Matters” in the Prospectus. In addition, we consent to the incorporation by reference of this opinion and consent into
a registration statement filed pursuant to Rule 462(b) under the Act. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Davis Polk & Wardwell London LLP
Davis Polk & Wardwell London LLP
Exhibit 5.2
NatWest
Group plc
250
Bishopsgate
London
EC2M
4AA
United
Kingdom
|
CMS
Cameron McKenna Nabarro Olswang LLP
Saltire
Court
20
Castle Terrace
Edinburgh
EH1
2EN
DX
553001, Edinburgh 18
Legal
Post LP-2, Edinburgh 6
T
+44 131 228 8000
F
+44 131 228 8888
cms.law
|
|
|
23 December 2024 |
Your ref |
- |
|
Our ref |
PUAL/STPH/EDN/RBG001.02377 |
|
Dear Sirs
We have acted as solicitors in Scotland for NatWest
Group plc (the Company) in connection with the registration under the US Securities Act of 1933, as amended (the Securities
Act), of:
| (i) | Senior Debt Securities (the Senior Debt Securities); |
| (ii) | Subordinated Debt Securities (the Subordinated Debt Securities); |
| (iii) | Category II Non-cumulative Dollar Preference Shares (the Dollar Preference Shares); |
| (iv) | Contingent Convertible Securities (the Contingent Convertible Securities and together with the
Senior Debt Securities and the Subordinated Debt Securities, the Debt Securities), which may be convertible into Ordinary Shares
in the Company (Ordinary Shares); |
| (vi) | Rights to Subscribe for Ordinary Shares (Subscription Rights), |
pursuant to a registration statement on Form F-3
(the Registration Statement) filed by the Company under the Securities Act with the Securities and Exchange Commission on 23 December
2024.
The Senior Debt Securities are to be issued under
and pursuant to an amended and restated Senior Debt Securities Indenture (the Senior Debt Securities Indenture), dated as of 13
December 2017, between the Company and The Bank of New York Mellon, acting through its London Branch (the Trustee).
The Subordinated Debt Securities are to be issued
under and pursuant to a Subordinated Debt Securities Indenture, dated as of 4 December 2012, between the Company and the Trustee (the
Subordinated Debt Securities Indenture).
The Contingent Convertible Securities are to be
issued under and pursuant to a Contingent Convertible Securities Indenture, dated as of 10 August 2015, between the Company and the Trustee
(the Contingent
UK
- 702724783.2
CMS Cameron McKenna
Nabarro Olswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body
corporate which uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing and qualifications.
It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370. A list of members
and their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6AF.
Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firm
can be found at cms.law
CMS Cameron McKenna
Nabarro Olswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation
of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in
their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity
has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each
other. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms or their
offices. Further information can be found at www.cmslegal.com
Notice: the firm
does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written
agreement.
#22274884v3
Convertible Securities Indenture and together
with the Senior Debt Securities Indenture and the Subordinated Debt Securities Indenture, the Indentures).
The Senior Debt Securities Indenture, the Subordinated
Debt Securities Indenture and the Contingent Convertible Securities Indenture are incorporated by reference in the Registration Statement.
We have examined the Registration Statement, the
prospectus included therein, and resolutions adopted by the shareholders of the Company in general meetings on 23 June 2015 and 11 May
2017 and the Board of Directors of the Company on 8 December 2020 and 12 December 2024. The resolution adopted by the Board of Directors
of the Company on 12 December 2024 is herein referred to as the Board Resolution. In addition, we have examined such other documents
and have made such further examinations and enquiries as we have deemed necessary to enable us to express the opinions set forth herein.
Based upon the foregoing, we are of the opinion
that, so far as the law of Scotland at the date hereof is concerned:
| (a) | the Company is duly incorporated and not in liquidation under the laws of Scotland; |
| (b) | the Company has corporate power to perform its obligations under the Indentures and the Debt Securities; |
| (c) | save for the authorisation or approval of each issue of Debt Securities required in accordance with the
Board Resolution, and, in the case of Contingent Convertible Securities, any necessary authorisation to issue such securities on terms
that they are convertible into Ordinary Shares, the Company has taken all necessary corporate action to authorise its execution, delivery
and performance of the Debt Securities; |
| (d) | the Dollar Preference Shares, when issued by the Company, will, upon the passing of all necessary resolutions
and the taking of all necessary corporate action in connection therewith (including the determining of the terms of issue of the Dollar
Preference Shares in accordance with the Articles of Association of the Company), and assuming the issue price of the shares is not less
than the nominal value thereof and is fully paid on issue, be duly authorised and validly issued and fully paid and will not be subject
to further call or contribution under the laws of Scotland; |
| (e) | the provisions expressed to be governed by Scottish law in relation to the Subordinated Debt Securities,
insofar as they relate to the Company, will constitute legal, valid, binding and enforceable obligations of the Company; |
| (f) | the provisions expressed to be governed by Scottish law in relation to the Contingent Convertible Securities,
insofar as they relate to the Company, will constitute legal, valid, binding and enforceable obligations of the Company; |
| (g) | the provisions expressed to be governed by Scottish law in relation to the Senior Debt Securities, insofar
as they relate to the Company, will constitute legal, valid, binding and enforceable obligations of the Company; |
| (h) | Ordinary Shares registered under the Registration Statement, when issued by the Company, will, upon the
passing of all necessary resolutions and the taking of all necessary corporate action in connection therewith, and assuming the issue
price of the shares is not less than the nominal value thereof and is fully paid on issue, be duly authorised and validly issued and fully
paid and will not be subject to further call or contribution under the laws of Scotland; |
| (i) | Subscription Rights registered under the Registration Statement, when issued by the Company, will, upon
the passing of all necessary resolutions and the taking of all necessary corporate action in connection therewith (including the determination
of the terms of the Subscription Rights), be duly authorised and validly issued; and |
| (j) | where the provisions in the Indentures are expressed to be governed by Scottish law, the choice of the
laws of Scotland to govern the provisions would be recognised and upheld by the Scottish courts. |
This opinion is limited to the laws of Scotland
as applied by the Scottish courts and is given on the basis that the provisions expressed to be governed by Scottish law will be governed
by and construed in accordance with Scottish law. We have made no investigation of the laws of any jurisdiction other than Scotland, and
neither express nor imply any opinion as to any other laws and in particular the laws of the State of New York and the laws of the United
States of America, and our opinion is subject to such laws including certain matters under New York law stated in the opinion of Davis
Polk & Wardwell London LLP. Our opinion in paragraphs (e) - (g) (inclusive) above is also subject to the provisions of the Banking
Act 2009, as amended, and any secondary legislation, instruments or orders made, or which may be made, under it. The term “enforceable”
as used in those paragraphs means that the obligations assumed by the Company under the relevant document are of a type which the Scottish
courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms.
Our opinion in paragraph (h) above does not extend to issuances of Ordinary Shares on conversion of Contingent Convertible Securities.
In providing this
opinion we have assumed that (i) (except in the case of the Company) all relevant documents are within the capacity and powers
of, and (other than the Debt Securities) have been validly authorised by, each party, (ii) each issue of Debt Securities by the Company
will be validly authorised or approved by the Company (iii) (in the case of each party) all relevant documents have been validly
executed and delivered by the relevant party, and (iv) each of the documents which are the subject of this opinion constitutes
legal, valid and binding obligations of each of the parties thereto enforceable under all applicable laws (other than, in respect of the
provisions in the Indentures which are expressed to be governed by Scottish law, the laws of Scotland). We have also assumed that words
and phrases used in those documents have the same meaning and effect as they would if those documents were governed by Scottish law. We
express no view as to the enforceability or effectiveness of any subordination provided in any indenture supplemental to the Subordinated
Securities Indenture or the Contingent Convertible Securities Indenture.
This opinion is addressed to you solely for your
own benefit in relation to the Registration Statement and, except with our prior written consent, is not to be transmitted or disclosed
to or relied upon by any person. We hereby consent (i) to the use of our name in the prospectuses forming a part of the Registration
Statement in the forms and contexts in which it appears, (ii) to the filing of this opinion as an exhibit to the Registration Statement
and (iii) to the incorporation of this opinion and consent in a registration statement filed pursuant to Rule 462(b) of the Securities
Act. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Yours faithfully
/s/ CMS
Cameron McKenna Nabarro Olswang LLP
CMS Cameron McKenna Nabarro Olswang LLP
Exhibit 23.3
Consent
of Independent Registered Public Accounting Firm
We
consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form F-3) and related Prospectus
of NatWest Group plc for the registration of Debt Securities, Dollar Preference Shares, Contingent Convertible Securities, Ordinary Shares
and Rights To Subscribe For Ordinary Shares and to the incorporation by reference therein of our reports dated February 23, 2024, with
respect to the consolidated financial statements of NatWest Group plc, and the effectiveness of internal control over financial reporting
of NatWest Group plc, included in its Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange
Commission.
/s/
Ernst & Young LLP
London,
United Kingdom
December
23, 2024
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW
YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
NatWest Group plc
(formerly known
as The Royal Bank of Scotland Group plc)
(Exact name of obligor
as specified in its charter)
United Kingdom
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
250 Bishopsgate
London, EC2M 4AA
United Kingdom
(Address of principal executive offices) |
(Zip code)
|
_________________________
Subordinated Debt
Securities
(Title of the indenture
securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
Name |
Address |
|
|
Superintendent of the Department
of Financial Services of the State of New York |
One State Street, New York, N.Y. 10004-1417,
and Albany, N.Y. 12223 |
|
|
Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
|
|
Federal Deposit Insurance Corporation |
550 17th Street, NW, Washington,
D.C. 20429 |
|
|
The Clearing House Association
L.L.C. |
100 Broad Street, New
York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy of the
Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New
York, itself formerly Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1
to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration
Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No.
333-152735). |
| 4. | A copy of
the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-261533). |
| 6. | The consent
of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration
Statement No. 333-229519). |
| 7. | A copy of
the latest report of condition of the Trustee published pursuant to law or to the requirements
of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of Dublin, and Country of Ireland, on the 23rd day of December, 2024.
|
|
THE BANK
OF NEW YORK MELLON |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Colin Lamb |
|
|
|
Name: |
Colin Lamb |
|
|
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW
YORK MELLON
of 240 Greenwich
Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the
Federal Reserve System, at the close of business September 30, 2024, published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS | |
Dollar amounts in thousands |
| |
|
Cash and balances due from depository institutions: | |
| | |
Noninterest-bearing balances and currency and coin | |
| 4,999,000 | |
Interest-bearing balances | |
| 110,102,000 | |
Securities: | |
| | |
Held-to-maturity securities | |
| 44,947,000 | |
Available-for-sale debt securities | |
| 96,741,000 | |
Equity securities with readily determinable fair values not held for trading | |
| 0 | |
Federal funds sold and securities purchased under agreements to resell: | |
| | |
Federal funds sold in domestic offices | |
| 0 | |
Securities purchased under agreements to resell | |
| 19,655,000 | |
Loans and lease financing receivables: | |
| | |
Loans and leases held for sale | |
| 0 | |
Loans and leases held for investment | |
| 36,315,000 | |
LESS: Allowance for credit losses on loans and leases | |
| 275,000 | |
Loans and leases held for investment, net of allowance | |
| 36,040,000 | |
Trading assets | |
| 5,851,000 | |
Premises and fixed assets (including right-of-use assets) | |
| 2,995,000 | |
Other real estate owned | |
| 0 | |
Investments in unconsolidated subsidiaries and associated companies | |
| 1,375,000 | |
Direct and indirect investments in real estate ventures | |
| 0 | |
Intangible assets | |
| 6,925,000 | |
Other assets | |
| 18,449,000 | |
Total assets | |
| 348,079,000 | |
LIABILITIES | |
|
| |
|
Deposits: | |
|
In domestic offices | |
| 195,220,000 | |
Noninterest-bearing | |
| 65,207,000 | |
Interest-bearing | |
| 130,013,000 | |
In foreign offices, Edge and
Agreement subsidiaries, and IBFs | |
| 104,758,000 | |
Noninterest-bearing | |
| 3,534,000 | |
Interest-bearing | |
| 101,224,000 | |
Federal funds purchased and
securities sold under agreements to repurchase: | |
| | |
Federal funds
purchased in domestic offices | |
| 0 | |
Securities sold under agreements to repurchase
| |
| 2,597,000 | |
Trading liabilities | |
| 2,774,000 | |
Other borrowed money: (includes
mortgage indebtedness) | |
| 4,912,000 | |
Not applicable | |
| | |
Not applicable | |
| | |
Subordinated notes and debentures | |
| 0 | |
Other liabilities | |
| 9,240,000 | |
Total liabilities | |
| 319,501,000 | |
| |
| | |
EQUITY CAPITAL | |
| | |
Perpetual preferred stock and related
surplus | |
| 0 | |
Common stock | |
| 1,135,000 | |
Surplus (exclude all surplus related
to preferred stock) | |
| 12,438,000 | |
Retained earnings | |
| 17,456,000 | |
Accumulated other comprehensive
income | |
| -2,451,000 | |
Other equity capital components | |
| 0 | |
Total bank equity capital | |
| 28,578,000 | |
Noncontrolling (minority) interests
in consolidated subsidiaries | |
| 0 | |
Total equity
capital | |
| 28,578,000 | |
Total liabilities
and equity capital | |
| 348,079,000 | |
I,
Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
Dermot
McDonogh
Chief Financial Officer
We,
the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined
by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Robin
A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW
YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
|
|
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
NatWest Group plc
(formerly known
as The Royal Bank of Scotland Group plc)
(Exact name of obligor
as specified in its charter)
United Kingdom
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
|
|
250 Bishopsgate
London, EC2M 4AA
United Kingdom
(Address of principal executive offices) |
(Zip code)
|
_________________________
Senior Debt Securities
(Title of the indenture
securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
Name |
Address |
|
|
Superintendent of the Department
of Financial Services of the State of New York |
One State Street, New York, N.Y. 10004-1417,
and Albany, N.Y. 12223 |
|
|
Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
|
|
Federal Deposit Insurance Corporation |
550 17th Street, NW, Washington,
D.C. 20429 |
|
|
The Clearing House Association
L.L.C. |
100 Broad Street, New
York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy of the
Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New
York, itself formerly Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1
to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration
Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No.
333-152735). |
| 4. | A copy of
the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-261533). |
| 6. | The consent
of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration
Statement No. 333-229519). |
| 7. | A copy of
the latest report of condition of the Trustee published pursuant to law or to the requirements
of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of Dublin, and Country of Ireland, on the 23rd day of December, 2024.
|
|
THE BANK
OF NEW YORK MELLON |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Colin Lamb |
|
|
|
Name: |
Colin Lamb |
|
|
|
Title: |
Vice President |
EXHIBIT
7
Consolidated Report of Condition of
THE BANK OF NEW
YORK MELLON
of 240 Greenwich
Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the
Federal Reserve System, at the close of business September 30, 2024, published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS | |
Dollar amounts in thousands |
| |
|
Cash and balances due from depository institutions: | |
| | |
Noninterest-bearing balances and currency and coin | |
| 4,999,000 | |
Interest-bearing balances | |
| 110,102,000 | |
Securities: | |
| | |
Held-to-maturity securities | |
| 44,947,000 | |
Available-for-sale debt securities | |
| 96,741,000 | |
Equity securities with readily determinable fair values not held for trading | |
| 0 | |
Federal funds sold and securities purchased under agreements to resell: | |
| | |
Federal funds sold in domestic offices | |
| 0 | |
Securities purchased under agreements to resell | |
| 19,655,000 | |
Loans and lease financing receivables: | |
| | |
Loans and leases held for sale | |
| 0 | |
Loans and leases held for investment | |
| 36,315,000 | |
LESS: Allowance for credit losses on loans and leases | |
| 275,000 | |
Loans and leases held for investment, net of allowance | |
| 36,040,000 | |
Trading assets | |
| 5,851,000 | |
Premises and fixed assets (including right-of-use assets) | |
| 2,995,000 | |
Other real estate owned | |
| 0 | |
Investments in unconsolidated subsidiaries and associated companies | |
| 1,375,000 | |
Direct and indirect investments in real estate ventures | |
| 0 | |
Intangible assets | |
| 6,925,000 | |
Other assets | |
| 18,449,000 | |
Total assets | |
| 348,079,000 | |
LIABILITIES | |
|
| |
|
Deposits: | |
| | |
In domestic offices | |
| 195,220,000 | |
Noninterest-bearing | |
| 65,207,000 | |
Interest-bearing | |
| 130,013,000 | |
In foreign offices, Edge and Agreement subsidiaries, and IBFs | |
| 104,758,000 | |
Noninterest-bearing | |
| 3,534,000 | |
Interest-bearing | |
| 101,224,000 | |
Federal funds purchased and securities sold under agreements to repurchase: | |
| | |
Federal funds purchased in domestic offices | |
| 0 | |
Securities
sold under agreements to
repurchase | |
| 2,597,000 | |
Trading liabilities | |
| 2,774,000 | |
Other borrowed money: (includes mortgage indebtedness) | |
| 4,912,000 | |
Not applicable | |
| | |
Not applicable | |
| | |
Subordinated notes and debentures | |
| 0 | |
Other liabilities | |
| 9,240,000 | |
Total liabilities | |
| 319,501,000 | |
| |
| | |
EQUITY CAPITAL | |
| | |
Perpetual preferred stock and related surplus | |
| 0 | |
Common stock | |
| 1,135,000 | |
Surplus (exclude all surplus related to preferred stock) | |
| 12,438,000 | |
Retained earnings | |
| 17,456,000 | |
Accumulated other comprehensive income | |
| -2,451,000 | |
Other equity capital components | |
| 0 | |
Total bank equity capital | |
| 28,578,000 | |
Noncontrolling (minority) interests in consolidated subsidiaries | |
| 0 | |
Total equity capital | |
| 28,578,000 | |
Total liabilities and equity capital | |
| 348,079,000 | |
I,
Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
Dermot
McDonogh
Chief Financial Officer
We,
the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined
by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Robin A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria |
|
Directors |
Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW
YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank) |
13-5160382
(I.R.S. employer
identification no.) |
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
___________________________
NatWest Group plc
(formerly known
as The Royal Bank of Scotland Group plc)
(Exact name of obligor
as specified in its charter)
United Kingdom
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
250 Bishopsgate
London, EC2M 4AA
United Kingdom
(Address of principal executive offices) |
(Zip code)
|
_________________________
Contingent Convertible
Securities
(Title of the indenture
securities)
| 1. | General
information. Furnish the following information as to the Trustee: |
| (a) | Name
and address of each examining or supervising authority to which it is subject. |
Name |
Address |
|
|
Superintendent of the Department
of Financial Services of the State of New York |
One State Street, New York, N.Y. 10004-1417,
and Albany, N.Y. 12223 |
|
|
Federal Reserve Bank of New York |
33 Liberty Street, New York, N.Y. 10045 |
|
|
Federal Deposit Insurance Corporation |
550 17th Street, NW, Washington,
D.C. 20429 |
|
|
The Clearing House Association
L.L.C. |
100 Broad Street, New
York, N.Y. 10004 |
| (b) | Whether
it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations
with Obligor. |
If
the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy of the
Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New
York, itself formerly Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1
to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration
Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No.
333-152735). |
| 4. | A copy of
the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-261533). |
| 6. | The consent
of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration
Statement No. 333-229519). |
| 7. | A copy of
the latest report of condition of the Trustee published pursuant to law or to the requirements
of its supervising or examining authority. |
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of Dublin, and Country of Ireland, on the 23rd day of December, 2024.
|
|
THE BANK
OF NEW YORK MELLON |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Colin Lamb |
|
|
|
Name: |
Colin Lamb |
|
|
|
Title: |
Vice President |
EXHIBIT
7
Consolidated Report of Condition of
THE BANK OF NEW
YORK MELLON
of 240 Greenwich
Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the
Federal Reserve System, at the close of business September 30, 2024, published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS | |
Dollar amounts in thousands |
| |
|
Cash and balances due from depository
institutions: | |
| | |
Noninterest-bearing
balances and currency and coin | |
| 4,999,000 | |
Interest-bearing balances | |
| 110,102,000 | |
Securities: | |
| | |
Held-to-maturity securities | |
| 44,947,000 | |
Available-for-sale debt securities | |
| 96,741,000 | |
Equity securities with readily
determinable fair values not held for trading | |
| 0 | |
Federal funds sold and securities
purchased under agreements to resell: | |
| | |
Federal funds
sold in domestic offices | |
| 0 | |
Securities purchased
under agreements to resell | |
| 19,655,000 | |
Loans and lease financing receivables: | |
| | |
Loans and leases held for sale | |
| 0 | |
Loans and leases held for investment | |
| 36,315,000 | |
LESS: Allowance for credit losses
on loans and leases | |
| 275,000 | |
Loans and leases held for investment,
net of allowance | |
| 36,040,000 | |
Trading assets | |
| 5,851,000 | |
Premises and fixed assets (including
right-of-use assets) | |
| 2,995,000 | |
Other real estate owned | |
| 0 | |
Investments in unconsolidated subsidiaries
and associated companies | |
| 1,375,000 | |
Direct and indirect investments in real estate ventures | |
| 0 | |
Intangible assets | |
| 6,925,000 | |
Other assets | |
| 18,449,000 | |
Total assets | |
| 348,079,000 | |
LIABILITIES | |
|
| |
|
Deposits: | |
| | |
In domestic offices | |
| 195,220,000 | |
Noninterest-bearing | |
| 65,207,000 | |
Interest-bearing | |
| 130,013,000 | |
In foreign offices, Edge and
Agreement subsidiaries, and IBFs | |
| 104,758,000 | |
Noninterest-bearing | |
| 3,534,000 | |
Interest-bearing | |
| 101,224,000 | |
Federal funds purchased and
securities sold under agreements to repurchase: | |
| | |
Federal funds
purchased in domestic offices | |
| 0 | |
Securities sold under agreements
to repurchase | |
| 2,597,000 | |
Trading liabilities | |
| 2,774,000 | |
Other borrowed money: (includes
mortgage indebtedness) | |
| 4,912,000 | |
Not applicable | |
| | |
Not applicable | |
| | |
Subordinated notes and debentures | |
| 0 | |
Other liabilities | |
| 9,240,000 | |
Total liabilities | |
| 319,501,000 | |
EQUITY CAPITAL | |
| | |
| |
| | |
Perpetual preferred stock and related
surplus | |
| 0 | |
Common stock | |
| 1,135,000 | |
Surplus (exclude all surplus related
to preferred stock) | |
| 12,438,000 | |
Retained earnings | |
| 17,456,000 | |
Accumulated other comprehensive
income | |
| -2,451,000 | |
Other equity capital components | |
| 0 | |
Total bank equity capital | |
| 28,578,000 | |
Noncontrolling (minority) interests
in consolidated subsidiaries | |
| 0 | |
Total equity
capital | |
| 28,578,000 | |
Total liabilities
and equity capital | |
| 348,079,000 | |
I,
Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
Dermot
McDonogh
Chief Financial Officer
We,
the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined
by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Robin A. Vince
Jeffrey A. Goldstein
Joseph J. Echevarria |
|
Directors |
F-3ASR
EX-FILING FEES
0000844150
0000844150
1
2024-12-10
2024-12-10
0000844150
10
2024-12-10
2024-12-10
0000844150
11
2024-12-10
2024-12-10
0000844150
12
2024-12-10
2024-12-10
0000844150
13
2024-12-10
2024-12-10
0000844150
2
2024-12-10
2024-12-10
0000844150
3
2024-12-10
2024-12-10
0000844150
4
2024-12-10
2024-12-10
0000844150
5
2024-12-10
2024-12-10
0000844150
6
2024-12-10
2024-12-10
0000844150
7
2024-12-10
2024-12-10
0000844150
8
2024-12-10
2024-12-10
0000844150
9
2024-12-10
2024-12-10
0000844150
2024-12-10
2024-12-10
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-3
NatWest Group plc
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item Type |
|
Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
or Carry Forward Rule |
|
Amount Registered |
|
Proposed Maximum Offering Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
|
Amount of Registration Fee |
|
Carry Forward Form Type |
|
Carry Forward File Number |
|
Carry Forward Initial Effective Date |
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newly Registered Securities |
Fees to be Paid |
|
Equity |
|
Ordinary Shares |
|
(1) |
|
Rule 456(b) and Rule 457(r) |
|
|
|
$ |
|
|
$ |
|
|
0.0001531 |
|
$ |
|
|
|
|
|
|
|
|
$ |
|
Fees to be Paid |
|
Equity |
|
Dollar Preference Share |
|
(2) |
|
Rule 456(b) and Rule 457(r) |
|
|
|
|
|
|
|
|
|
0.0001531 |
|
|
|
|
|
|
|
|
|
|
|
|
Fees to be Paid |
|
Debt |
|
Senior Debt Securities |
|
(3) |
|
Rule 456(b) and and Rule 457(r) |
|
|
|
|
|
|
|
|
|
0.0001531 |
|
|
|
|
|
|
|
|
|
|
|
|
Fees to be Paid |
|
Debt |
|
Subordinated Debt Securities |
|
(4) |
|
Rule 456(b) and and Rule 457(r) |
|
|
|
|
|
|
|
|
|
0.0001531 |
|
|
|
|
|
|
|
|
|
|
|
|
Fees to be Paid |
|
Debt Convertible into Equity |
|
Contingent Convertible Securities |
|
(5) |
|
Rule 456(b) and and Rule 457(r) |
|
|
|
|
|
|
|
|
|
0.0001531 |
|
|
|
|
|
|
|
|
|
|
|
|
Fees to be Paid |
|
Other |
|
Rights to Subscribe for Ordinary Shares |
|
(6) |
|
Rule 456(b) and and Rule 457(r) |
|
|
|
|
|
|
|
|
|
0.0001531 |
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities |
Carry Forward Securities |
|
Equity |
|
Ordinary Shares |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Equity |
|
Dollar Preference Shares |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Debt |
|
Senior Debt Securities |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Debt |
|
Subordinated Debt Securities |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Other |
|
Contingent Convertible Securities |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Other |
|
Rights to Subscribe for Ordinary Shares |
|
(7) |
|
415(a)(6) |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
|
0.00 |
Carry Forward Securities |
|
Unallocated (Universal) Shelf |
|
Unallocated (Universal) Shelf |
|
(8) |
|
415(a)(6) |
|
950,000,000 |
|
$ |
|
|
$ |
950,000,000.00 |
|
|
|
$ |
|
|
F-3 |
|
333-251220 |
|
12/22/2021 |
|
$ |
88,065.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts: |
|
$ |
0.00 |
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid: |
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
Total Fee Offsets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Fee Due: |
|
|
|
|
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
__________________________________________
Note(s)
(1) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br /> The
Ordinary Shares are being registered in connection with issuances from time to time of Ordinary Shares either independently of or following the conversion of Contingent Convertible Securities.
American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate Registration
Statement on Form F-6 (Registration Statement No. 333-144756). |
(2) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br />
American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Dollar Preference Shares registered hereby have been registered under a separate
Registration Statement on Form F-6 (Registration Statement No. 333-127867). |
(3) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
(4) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
(5) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
(6) | |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br /> No
separate consideration will be received for the Rights. |
(7) | |
The Registrant previously filed a registration statement on Form F-3 (File No. 333-251220) filed on December 9, 2020 and automatically declared effective, as amended by Post-Effective
Amendment No. 1 filed on December 22, 2021 (the “2020 Registration Statement”), for which the Registrant paid an aggregate registration fee of $1,297,800 to register $14,000,000,000
maximum aggregate offering price of unallocated securities. The Registrant subsequently filed a registration statement on Form F-3 (File No. 333-261837), initially filed on December 22, 2021,
amended by Pre-Effective Amendment No. 1 filed on January 10, 2022 and declared effective on January 11, 2022 (the “2022 Registration Statement”), which included, pursuant to Rule
415(a)(6) under the Securities Act, $14,000,000,000 in maximum aggregate offering price of unsold securities that were previously registered on the 2020 Registration Statement. The 2022
Registration Statement was not fully used, resulting in an unsold aggregate offering amount of $950,000,000 of unallocated securities (the “Unsold Securities”). This unused amount results in
an available fee offset of $88,065. The Registrant expects to offset all or part of any registration fee due under this Registration Statement by the available fee offset of $88,065 with respect to the
Unsold Securities pursuant to Rule 457(p) under the Securities Act and to carry forward to this Registration Statement the remaining portion of the Unsold Securities pursuant to Rule 415(a)(6)
under the Securities Act. In accordance with Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities registered on the 2022 Registration Statement will be deemed
terminated as of the date of effectiveness of this Registration Statement. |
(8) | |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. |
v3.24.4
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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v3.24.4
Offerings
|
Dec. 10, 2024
USD ($)
shares
|
Offering: 1 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Equity
|
Security Class Title |
Ordinary Shares
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br /> The
Ordinary Shares are being registered in connection with issuances from time to time of Ordinary Shares either independently of or following the conversion of Contingent Convertible Securities.
American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate Registration
Statement on Form F-6 (Registration Statement No. 333-144756).
|
Offering: 2 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Equity
|
Security Class Title |
Dollar Preference Share
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br />
American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Dollar Preference Shares registered hereby have been registered under a separate
Registration Statement on Form F-6 (Registration Statement No. 333-127867).
|
Offering: 3 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Debt
|
Security Class Title |
Senior Debt Securities
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
|
Offering: 4 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Debt
|
Security Class Title |
Subordinated Debt Securities
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
|
Offering: 5 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Debt Convertible into Equity
|
Security Class Title |
Contingent Convertible Securities
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
|
Offering: 6 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(r) |
true
|
Security Type |
Other
|
Security Class Title |
Rights to Subscribe for Ordinary Shares
|
Fee Rate |
0.01531%
|
Offering Note |
An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by
depositary shares. This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrant,
which may include NatWest Markets Securities Inc.
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is
deferring payment of all of the registration fee in connection with the securities registered hereby, except for $88,065 that has already been paid with respect to $950,000,000 aggregate principal
amount of securities that were previously registered pursuant to a registration statement on Form F-3 (File No. 333-261837) which were not sold thereunder and which the Registrant is carrying
forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the Registrant will
calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. <br /> <br /> No
separate consideration will be received for the Rights.
|
Offering: 7 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Equity
|
Security Class Title |
Ordinary Shares
|
Amount Registered | shares |
0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
$ 0.00
|
Offering Note |
The Registrant previously filed a registration statement on Form F-3 (File No. 333-251220) filed on December 9, 2020 and automatically declared effective, as amended by Post-Effective
Amendment No. 1 filed on December 22, 2021 (the “2020 Registration Statement”), for which the Registrant paid an aggregate registration fee of $1,297,800 to register $14,000,000,000
maximum aggregate offering price of unallocated securities. The Registrant subsequently filed a registration statement on Form F-3 (File No. 333-261837), initially filed on December 22, 2021,
amended by Pre-Effective Amendment No. 1 filed on January 10, 2022 and declared effective on January 11, 2022 (the “2022 Registration Statement”), which included, pursuant to Rule
415(a)(6) under the Securities Act, $14,000,000,000 in maximum aggregate offering price of unsold securities that were previously registered on the 2020 Registration Statement. The 2022
Registration Statement was not fully used, resulting in an unsold aggregate offering amount of $950,000,000 of unallocated securities (the “Unsold Securities”). This unused amount results in
an available fee offset of $88,065. The Registrant expects to offset all or part of any registration fee due under this Registration Statement by the available fee offset of $88,065 with respect to the
Unsold Securities pursuant to Rule 457(p) under the Securities Act and to carry forward to this Registration Statement the remaining portion of the Unsold Securities pursuant to Rule 415(a)(6)
under the Securities Act. In accordance with Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities registered on the 2022 Registration Statement will be deemed
terminated as of the date of effectiveness of this Registration Statement.
|
Offering: 8 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Equity
|
Security Class Title |
Dollar Preference Shares
|
Amount Registered | shares |
0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
$ 0.00
|
Offering: 9 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Debt
|
Security Class Title |
Senior Debt Securities
|
Amount Registered | shares |
0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
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$ 0.00
|
Offering: 10 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Debt
|
Security Class Title |
Subordinated Debt Securities
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0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
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$ 0.00
|
Offering: 11 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Other
|
Security Class Title |
Contingent Convertible Securities
|
Amount Registered | shares |
0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
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$ 0.00
|
Offering: 12 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Other
|
Security Class Title |
Rights to Subscribe for Ordinary Shares
|
Amount Registered | shares |
0
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
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$ 0.00
|
Offering: 13 |
|
Offering: |
|
Rule 415(a)(6) |
true
|
Security Type |
Unallocated (Universal) Shelf
|
Security Class Title |
Unallocated (Universal) Shelf
|
Amount Registered | shares |
950,000,000
|
Maximum Aggregate Offering Price |
$ 950,000,000.00
|
Carry Forward Form Type |
F-3
|
Carry Forward File Number |
333-251220
|
Carry Forward Initial Effective Date |
Dec. 22, 2021
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
$ 88,065.00
|
Offering Note |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
|
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