NWG NatWest Group plc

From (and including) the Issue Date to (but excluding) the Reset Date (as defined below), interest on the Subordinated Notes will be payable at a rate of 6.475% per annum.

From (and including) the Reset Date to (but excluding) Maturity, interest on the Subordinated Notes will be payable at a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the preliminary prospectus supplement) on the Reset Determination Date (as defined below), plus 2.200%.

The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Subordinated Notes—Interest—Determination of the U.S. Treasury Rate” in the preliminary prospectus supplement.

The Subordinated Notes are not redeemable at the option of the holders at any time.

NWG may redeem the Subordinated Notes at its sole discretion, in whole but not in part, on any date falling in the Optional Redemption Period at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

In addition, NWG may redeem the Subordinated Notes in its sole discretion, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the preliminary prospectus supplement and the accompanying prospectus.

Any redemption or repurchase of the Subordinated Notes is subject to the provisions described under “Description of the Subordinated Notes—Tax Redemption”, “Description of the Subordinated Notes—Capital Disqualification Event Redemption” and “Description of the Subordinated Notes—Conditions to Redemption and Repurchase” in the preliminary prospectus supplement.

Notwithstanding any other provision, NWG may only redeem the Subordinated Notes prior to the scheduled maturity date (and give notice thereof to the holders of Subordinated Notes) or repurchase the Subordinated Notes provided that (except to the extent that the Capital Regulations (as defined in the preliminary prospectus supplement) does not so require) (1) it has given such notice to the PRA (as defined in the preliminary prospectus supplement) as the PRA may then require before NWG become committed to the proposed redemption or repurchase, and (2) the PRA has granted permission for NWG to make such redemption or repurchase and it has complied with any other requirements of the Capital Regulations and/or the PRA applicable to such redemptions or repurchases at the time, as described in the preliminary prospectus supplement under “Description of the Subordinated Notes—Conditions to Redemption and Repurchase.”

In addition, with respect to a redemption as described under “Description of the Subordinated Notes—Tax Redemption” and “Description of the Subordinated Notes—Capital Disqualification Event Redemption,” NWG may only so redeem the Subordinated Notes before five years after the Issue Date provided that (except to the extent that the Capital Regulations does not so require), in addition to the conditions set out in (1) and (2) of the paragraph above, NWG demonstrates to the satisfaction of the PRA that the circumstance that entitles it to exercise such right of redemption (A) was not reasonably foreseeable as at the Issue Date; (B) in the case of a redemption described under “Description of the Subordinated Notes —Tax Redemption,” is material; and (C) in the case of a redemption described under “Description of the Subordinated Notes —Capital Disqualification Event Redemption,” the PRA considers the change in the regulatory classification of the Subordinated Notes to be sufficiently certain.

Notwithstanding any other agreements, arrangements, or understandings between NWG and any holder or beneficial owner of the Subordinated Notes, by its acquisition of the Subordinated Notes, each holder and beneficial owner of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into ordinary shares or other securities or other obligations of NWG or another person; and/or (iii) the amendment or alteration of the Maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK authority.

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 NWG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a UK resolution regime under 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.

BofA Securities, Inc.

NatWest Markets Securities Inc.

RBC Capital Markets, LLC

TD Securities (USA) LLC

UBS Securities LLC

CIBC World Markets Corp.

BMO Capital Markets Corp.

Manufacturer target market (UK MiFIR) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID)/ UK PRIIPs KID has been prepared as not available to retail in EEA or UK.

This document is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

Moody’s: Baa1

S&P: BBB-

Fitch: BBB+

*