NWG NatWest Group plc

  

  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

 

March 1, 2024

 

Commission File Number 001-10306

 

NatWest Group plc

 

Gogarburn 

PO Box 1000 

Edinburgh EH12 1HQ 

United Kingdom 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F   ☒

Form 40-F   ☐

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes   ☐

No   ☒

 

If "Yes" is marked, indicate below the file number assigned to 

the registrant in connection with Rule 12g3-2(b): 82-            

 

This report on Form 6-K shall be deemed incorporated by reference into the company’s Registration Statement on Form F-3 (File No. 333-261837) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

   

Index of Exhibits

 

Exhibit No.	Description
1.1	Underwriting Agreement between NatWest Group plc and NatWest Markets Securities Inc., dated as of February 28, 2024.
1.2	Pricing Agreement between NatWest Group plc and NatWest Markets Securities Inc., dated as of February 28, 2024.
4.1	Subordinated Debt Securities Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.2	First Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.3	Fourth Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
4.4	Eighth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of March 1, 2024.
4.5	Form of Global Note for the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (included in Exhibit 4.4 hereof).
5.1	Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish legal advisors to NatWest Group plc as to the validity of the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 of NatWest Group plc, issued on March 1, 2024, as to certain matters of Scots law.
5.2	Opinion of Davis Polk & Wardwell London LLP, U.S. legal advisors to NatWest Group plc as to the validity of the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 of NatWest Group plc, issued on March 1, 2024, as to certain matters of New York law.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

 

	NatWest Group plc (Registrant)
Date: March 1, 2024	By:	/s/ Dearbhla Kelly
	Name:	Dearbhla Kelly
	Title:	Assistant Secretary

 

 

Exhibit 1.1

 

 

NATWEST GROUP PLC

Underwriting Agreement

 

Subordinated Debt Securities

 

February 28, 2024

 

NatWest Markets Securities Inc.
600 Washington Boulevard

 

Stamford, CT 06901

 

United States of America

 

As Representative 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”), as amended by a first supplemental indenture dated December 4, 2012 (the “First Supplemental Indenture”), a fourth supplemental indenture dated May 28, 2014 (the “Fourth Supplemental Indenture”), a sixth supplemental indenture dated August 19, 2020 (the “Sixth Supplemental Indenture”) and as further amended and supplemented by an eighth supplemental indenture to be dated on or around March 1, 2024 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, 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”) a registration statement on Form F-3 (No. 333-261837) 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 U.S. Securities Act of 1933, as amended (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) A registration statement on Form F-3 (File No. 333-261837) in respect of the Notes was filed with the Commission on December 22, 2021 and was declared effective by the Commission on January 11, 2022; no stop order suspending the effectiveness of such registration statement, any post-effective amendment thereto or any part thereof has been issued under the 1933 Act and no proceeding for that purpose has been initiated or threatened by the Commission; 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, 2023, 2022 and 2021, 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.

 

(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 (the “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)   Ernst & Young LLP, who have certified the consolidated financial statements of the Company for the years ended December 31, 2021, December 31, 2022 and December 31, 2023 and have audited the Company’s internal control over financial reporting and management’s assessment thereof in respect of such periods, 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.

 

(r)   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.

 

(s)   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 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 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 $5,000 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 United Kingdom 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 $195,000).

 

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. 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, email, telex or facsimile 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, email, telex or facsimile 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, email, telex or facsimile transmission to such Underwriter at its address set forth in

 

its Underwriters’ Questionnaire, or telex constituting such 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.

 

[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:	/s/ Donal Quaid
		Name: Donal Quaid
		Title:    Group Treasurer

 

[The rest of this page is intentionally left blank.]

 

Accepted as of the date hereof:

 

NatWest Markets Securities Inc.

 

By:	/s/ Hayward H. Smith
	Name: Hayward H. Smith
	Title:   Director

  

For itself and as Representative of the several Underwriters

 

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 September 12, 2023 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:

 

 

[The rest of this page is intentionally left blank.]

 

Accepted as of the date hereof:

 

NatWest Markets Securities Inc.

By:
	Name:
	Title:

 

 

For itself and as Representative of the several Underwriters

 

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:

 

[ ]% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the “Notes”)

 

Aggregate principal amount of Notes:

 

$[ ] principal amount

 

Price to Public:

 

[ ]% of the principal amount

 

Purchase Price by Underwriters:

 

[ ]% of the principal amount

 

Underwriting Commission:

 

[ ]%

 

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, as amended by a first supplemental indenture dated December 4, 2012, a fourth supplemental indenture dated May 28, 2014, and a sixth supplemental indenture dated August 19, 2020, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, and as further amended and supplemented by a supplemental indenture to be dated on or around February [ ], 2024.

 

Maturity Date:

 

[ ], 2034

 

Interest Rate:

 

-

from (and including) [ ], 2024, to (but excluding) [ ], 2029, [ ]% per annum; and

 

-

from (and including) [ ], 2029 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 will be paid semi-annually in arrear on [ ] and [ ] of each year, beginning on [ ], 2024, to (and including) maturity.

 

Interest Record Dates:

 

The regular record dates will be the 15^th calendar day immediately preceding each Interest Payment Date, whether or not a business day.

 

Interest Rate Reset Date:

 

Interest will be reset on [ ], 2029.

 

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:

 

[ ]

 

ISIN:

 

[ ]

 

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

 

Nil

 

Annex II(b) Issuer Free Writing Prospectuses not included in the Disclosure Package

 

Nil

 

ANNEX III

 

Pricing Term Sheet

 

 

Filed pursuant to Rule 433

Registration Statement No. 333-261837

 

Free Writing Prospectus dated February 28, 2024

(to Prospectus dated January 11, 2022, and

Preliminary Prospectus Supplement dated February 28, 2024)

 

 

NatWest Group plc

 

$1,000,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034

 

Issuer	NatWest Group plc (“NWG”)
Securities	$1,000,000,000 aggregate principal amount of Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the “Subordinated Notes”).
Ranking	The Subordinated Notes will constitute NWG’s direct, unconditional, unsecured and subordinated obligations ranking pari passu, without any preference among themselves, and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of NWG and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors (as defined in the preliminary prospectus supplement).
Format	SEC-registered
Specified Currency	USD
Issue Size	$1,000,000,000
Trade Date	February 28, 2024
Issue Date	March 1, 2024 (T+2)
Maturity	June 1, 2034

   

 

Coupon	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.
Interest Payment Dates	Interest on the Subordinated Notes will be payable semi-annually in arrear on June 1 and December 1 of each year, beginning on June 1, 2024 (short first coupon)
Reset Date	June 1, 2029
Reset Determination Date	The second business day immediately preceding the Reset Date
Day Count Convention	30/360 (Following, unadjusted)
Business Days	New York and London
US Treasury Benchmark	4.000% due January 31, 2029
US Treasury Benchmark Yield	4.275%
Fixed Rate Spread to Benchmark Treasury	T+ 220bps
Re-offer Yield	6.475%
Issue Price	100.000% of the principal amount
Gross Proceeds	$1,000,000,000
All-in Price	99.630%
Fees	0.370%
Net Proceeds (before expenses)	$996,300,000
Redemption Price	100.000% of the principal amount of the Subordinated Notes
Optional Redemption Period	Any day falling in the period from (and including) March 1, 2029 to (and including) the Reset Date (3-month par call)

   

 

Redemption	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.
Redemption and Repurchase Conditions	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.
Events of Default	The Subordinated Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the preliminary prospectus supplement under “Description of the Subordinated Notes—Events of Default and Defaults; Limitation of Remedies.”

  

 

Agreement with Respect to the Exercise of U.K. Bail-in Power	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.
Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power	No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by NWG under the laws and regulations of the United Kingdom applicable to NWG and the Group.
Joint Bookrunners and Joint Lead Managers	BofA Securities, Inc.   NatWest Markets Securities Inc.   RBC Capital Markets, LLC   TD Securities (USA) LLC   UBS Securities LLC
Co-Managers	CIBC World Markets Corp.   BMO Capital Markets Corp.

  

 

Denominations	$200,000 and integral multiples of $1,000 in excess thereof
Listing	NWG intends to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Target Market	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.
Expected Security Ratings*	Moody’s: Baa1  S&P: BBB-  Fitch: BBB+
Clearing and Settlement	DTC
CUSIP	639057AP3
ISIN	US639057AP32
Governing Law	The Indenture and the Subordinated Notes are governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of right to set-off provisions relating to the Subordinated Notes, which are governed by the laws of Scotland.

*

The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, S&P or Fitch.

 

The Issuer has filed a registration statement (including a base prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this free writing prospectus relates. Before you invest in this offering, you should read the base prospectus in that registration statement and the prospectus supplement in respect of this offering and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Joint Bookrunners and Joint Lead Managers will arrange to send you the base prospectus and prospectus supplement at no charge if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, RBC Capital Markets LLC toll-free at 1-866-375-6829, calling UBS Securities LLC toll-free at 1-888-827-7275, calling TD Securities (USA) LLC toll-free at 1-855-495-9846 or calling NatWest Markets Securities Inc. toll-free at 1-800-231-5380.

 

The Issuer currently expects delivery of the Subordinated Notes to occur on March 1, 2024, which will be the second business day following the date of pricing of the Subordinated Notes (such settlement cycle being referred to as “T+2”).

 

Manufacturer target market (UK MiFIR/MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the United Kingdom. No sales to retail clients in the EEA or the United Kingdom, as defined under MiFID II or, in the United Kingdom, as defined in in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

 

 

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 was filed with the Commission on December 22, 2021 and was declared effective under the 1933 Act by the Commission, and the Indenture qualified under the Trust Indenture Act on January 11, 2022.

 

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

 

¹ To be retained to the extent the Notes are offered at a discount.

 

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.] 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 Base Indenture (as supplemented by the Eighth Supplemental 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 Base Indenture (as supplemented by the Eighth Supplemental 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 Base Indenture (as supplemented by the Eighth Supplemental 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

 

² To be retained to the extent the Notes are offered at a discount.

 

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 Eighth 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 “U.K. and U.S. 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 “U.K. and U.S. 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 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 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 1.02

 

Pricing Agreement

 

NatWest Markets Securities Inc.

600 Washington Boulevard

Stamford, CT 06901 

United States of America

 

As Representative of the several
Underwriters named in Schedule I hereto,

 

February 28, 2024

 

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 February 28, 2024 (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 Representative 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 Representative 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 Representative 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 September 12, 2023 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:	/s/ Donal Quaid

		Name: Donal Quaid
		Title: Group Treasurer

 

[The rest of this page is intentionally left blank.]

 

Accepted as of the date hereof:

 

NatWest Markets Securities Inc.

 

By:

/s/ Hayward H. Smith

	Name: Hayward H. Smith
	Title: Director

 

For itself and as Representative of the several Underwriters

 

 

 

SCHEDULE I

 

		Principal Amount of Notes to be Purchased
NatWest Markets Securities Inc.		$360,000,000
BofA Securities, Inc.		$150,000,000
RBC Capital Markets, LLC		$150,000,000
TD Securities (USA) LLC		$150,000,000
UBS Securities LLC		$150,000,000
CIBC World Markets Corp.		$20,000,000
BMO Capital Markets Corp.		$20,000,000
	Total:	$1,000,000,000

 

 

SCHEDULE II

 

Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.

 

Title of Notes:

 

6.475% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the “Notes”)

 

Aggregate principal amount of Notes:

 

$1,000,000,000 principal amount

 

Price to Public:

 

100.000% of the principal amount

 

Purchase Price by Underwriters:

 

99.630% of the principal amount

 

Underwriting Commission:

 

0.370%

 

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:

 

4:18 p.m. (New York time), February 28, 2024

 

Time of Delivery:

 

9:30 a.m. (New York time), March 1, 2024

 

Indenture:

 

Subordinated Debt Securities Indenture dated as of December 4, 2012, as amended by a first supplemental indenture dated December 4, 2012, a fourth supplemental indenture dated May 28, 2014, and a sixth supplemental indenture dated August 19, 2020, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, and as further amended and supplemented by a supplemental indenture to be dated on or around March 1, 2024.

 

 

 

Maturity Date:

 

June 1, 2034

 

Interest Rate:

 

-

from (and including) March 1, 2024, to (but excluding) June 1, 2029, 6.475% per annum; and

 

-

from (and including) June 1, 2029 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 2.200%.

 

Interest Payment Dates:

 

Interest will be paid semi-annually in arrear on June 1 and December 1 of each year, beginning on June 1, 2024 (short first coupon), to (and including) maturity.

 

Interest Record Dates:

 

The regular record dates will be the 15^th calendar day immediately preceding each Interest Payment Date, whether or not a business day.

 

Interest Rate Reset Date:

 

Interest will be reset on June 1, 2029.

 

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

 

 

 

Name and address of Representative:

 

Designated Representative: NatWest Markets Securities Inc.

 

Address for Notices: 600 Washington Boulevard, Stamford, CT 06901, United States of America

 

CUSIP:

 

639057AP3

 

ISIN:

 

US639057AP32

 

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.

 

 

 

Exhibit 4.4 

 

 

 

NATWEST GROUP PLC

 

as Company

 

and

 

THE BANK OF NEW YORK MELLON,
ACTING THROUGH ITS LONDON BRANCH

 

as Trustee

 

 

 

EIGHTH SUPPLEMENTAL INDENTURE

 

dated as of March 1, 2024

 

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

 

and the

 

SIXTH SUPPLEMENTAL INDENTURE

 

dated as of August 19, 2020

 

$1,000,000,000 FIXED-TO-FIXED RESET RATE SUBORDINATED TIER 2 NOTES DUE 2034

 

 

 

 

This EIGHTH SUPPLEMENTAL INDENTURE dated as of March 1, 2024, among NATWEST 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 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom.

 

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, the Fourth Supplemental Indenture dated as of May 28, 2014 and the Sixth Supplemental Indenture dated as of August 19, 2020 (collectively, the “Base Indenture”) to provide for the issuance of the Company’s Subordinated Debt Securities from time to time;

 

WHEREAS, Section 9.01(f) of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to establish the forms or terms of the Subordinated Debt Securities of any series without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Base Indenture;

 

WHEREAS, the Company desires to issue, as a further series of Subordinated Debt Securities under the Base Indenture, $1,000,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034 (the “Notes”) to be issued pursuant to this EIGHTH Supplemental Indenture dated as of March 1, 2024 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”);

 

WHEREAS, where indicated, this Eighth Supplemental Indenture shall amend and supplement the Base Indenture, but only with respect to the Notes; to the extent that the terms of the Base Indenture are inconsistent with the provisions of this Eighth Supplemental Indenture, the terms of this Eighth Supplemental Indenture shall govern;

 

WHEREAS, there are no debt securities outstanding of any series created prior to the execution of this Eighth Supplemental Indenture which are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;

 

WHEREAS, the entry into of this Eighth Supplemental Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Base Indenture;

 

2 

 

WHEREAS, the Company has requested that the Trustee execute and deliver this Eighth Supplemental Indenture, and whereas all actions required by it to be taken in order to make this Eighth 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 Eighth Supplemental Indenture has been duly authorized in all respects; and

 

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 Eighth Supplemental Indenture:

 

(a)       a term defined anywhere in this Eighth 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;

 

(d)       headings are for convenience of reference only and do not affect interpretation; and

 

(e)       for purposes of this Eighth Supplemental Indenture and the Base Indenture, the term “series” shall mean the series of securities designated as the Notes.

 

Article 2
THE NOTES

 

Section 2.01. Terms of the Notes. The following terms relating to the Notes are hereby established pursuant to Section 3.01 of the Base Indenture:

 

(a)       The title of the Notes shall be “Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034”;

 

(b)       The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall not initially exceed $1,000,000,000 (except as otherwise provided in the Indenture);

 

3 

 

(c)       Principal on the Notes shall be payable on June 1, 2034 (the “Maturity Date”), unless earlier redeemed in accordance with the provisions set forth in Article 11 of the Indenture;

 

(d)       The Notes shall be issued in global registered form on or about March 1, 2024;

 

(e)       The Notes shall bear interest from (and including) March 1, 2024 to (but excluding) June 1, 2029 (the “Interest Reset Date”), at a rate of 6.475% per annum, and from (and including) the Interest Reset Date to (but excluding) the Maturity Date (the “Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent on the Reset Determination Date (as defined below), plus 2.200%. Interest on the Notes will be paid semi-annually in arrear on June 1 and December 1 of each year (each, an “Interest Payment Date”), beginning on June 1, 2024 (short first coupon), to (and including) the Maturity Date.

 

The “Reset Determination Date” will be the second business day immediately preceding the Interest Reset Date.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

Interest on the Notes will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period.

 

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.

 

If any scheduled Interest Payment Date is not a business day, the Company will pay interest on the next day that is a business day, but interest on such payment will not accrue during the period from and after such scheduled Interest Payment Date.

 

If the scheduled Maturity Date or date of redemption or repurchase or repayment of the Notes is not a business day, the Company may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption, repurchase or repayment;

 

4 

 

(f)       The Calculation Agent for the Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant to a calculation agent agreement entered into on March 1, 2024;

 

(g)       The U.S. Treasury Rate shall be determined by the Calculation Agent in accordance with the following provisions:

 

“U.S. Treasury Rate” means, with respect to the Interest Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time) on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of five years; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Interest Reset Date.

 

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of five years as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of five years) at 5:00 p.m. (New York City time) on the Reset Determination Date on which such rate was set forth in such release (or any successor release).

 

“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years.

 

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“Comparable Treasury Price” means, with respect to the Interest Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Interest Reset Date (calculated on the Reset Determination Date preceding the Interest Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.

 

“Reference Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Interest Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.

 

All percentages resulting from any calculation of any interest rate on the Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward;

 

(h)       No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;

 

(i)       Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;

 

(j)       The Notes shall not be redeemable except as provided in Article 11 of the Indenture. The Notes shall not be redeemable at the option of the Holders at any time. In connection with any redemption of Notes pursuant to Section 11.08 of the Indenture, the date referenced therein shall be any day falling in the period from (and including) March 1, 2029 to (and including) the Interest Reset Date;

 

(k)       The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;

 

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(l)       The Notes shall be issued only in denominations of $200,000 and integral multiples of $1,000 in excess thereof;

 

(m)       The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Indenture;

 

(n)       Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Indenture;

 

(o)       The Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company;

 

(p)       The Notes shall be denominated in U.S. Dollars;

 

(q)       The payment of principal of and interest, if any, on the Notes shall be payable in U.S. Dollars;

 

(r)       The payment of principal of and interest, if any, on the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (p) above, shall be U.S. Dollars;

 

(s)       The Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;

 

(t)       Except in limited circumstances, the Notes will not be issued in definitive form;

 

(u)       The Events of Default on the Notes are as set forth in Section 5.01 of the Indenture and Defaults are set forth in Section 5.03 of the Indenture;

 

(v)       The subordination terms of the Notes are as set forth in Article 12 of the Indenture; and

 

(w)       The form of the Notes shall be evidenced by one or more global notes in registered form (each, a “Global Note”) substantially in the form of Exhibit A attached to this Eighth Supplemental Indenture and made part thereof.

 

Article 3
SUPPLEMENTAL TERMS APPLICABLE TO THE NOTES ONLY

 

Section 3.01. Definitions. With respect to the Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

 

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“Bail-in Legislation” means Part I of the U.K. Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the U.K. 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).

 

“Bail-in Powers” means any Write-down and Conversion Powers.

 

“Banking Act” has the meaning set forth in the definition of U.K. bail-in power.

 

“Banking Reform Act 2013” has the meaning set forth in the definition of U.K. bail-in power.

 

“Beneficial Owners” shall mean (a) if the Subordinated Debt Securities are in global form, the beneficial owners of the Subordinated Debt Securities (and any interest therein) and (b) if the Subordinated Debt Securities are held in definitive form, the holders in whose names the Subordinated Debt Securities are registered in the Subordinated Debt Security Register and any beneficial owners holding an interest in such Subordinated Debt Securities held in definitive form.

 

“BRRD” means Directive 2014/59/EU (as amended) establishing a framework for the recovery and resolution of credit institutions and investment firms, as the same may be amended or replaced from time to time.

 

“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.

 

“business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

“Calculation Agent” shall mean National Westminster Bank Plc or its successor appointed by the Company, pursuant to a calculation agent agreement entered into on the same day as this Eighth Supplemental Indenture.

 

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“Capital Disqualification Event” shall be deemed to have occurred if at any time the Company determines that, as a result of any amendment to, or change in the regulatory classification of the Notes under, the Capital Regulations (or official interpretation thereof), in any such case becoming effective on or after the Issue Date of the Notes, the whole or any part of the Notes are, or are likely to be, excluded from Tier 2 Capital of the Company and/or the Regulatory Group.

 

“Capital Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy and/or minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments (including, without limitation, as to leverage) of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union, including as they form part of the domestic law of the United Kingdom either on or before December 31, 2020 or by virtue of the EUWA, and as they may be amended or replaced by the laws of England and Wales from time to time, and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to the Company or to the Regulatory Group).

 

“Comparable Treasury Issue” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Comparable Treasury Price” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“CRD” means, taken together, (i) the CRD Directive and (ii) the CRD Regulation to the extent applicable to the Company or the Regulatory Group.

 

“CRD Directive” means Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, as amended or replaced from time to time (including as amended by Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019) and/or any Capital Regulations, to the extent that they form

 

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part of the domestic law of the United Kingdom either on or before December 31, 2020 or by virtue of the EUWA, and as they may be amended or replaced by the laws of England and Wales from time to time.

 

“CRD Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013, on prudential requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012, as amended or replaced from time to time (including as amended by Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019, to the extent then in application) and/or any Capital Regulations, to the extent that they form part of the domestic law of the United Kingdom either on or before December 31, 2020 or by virtue of the EUWA, and as they may be amended or replaced by the laws of England and Wales from time to time.

 

“Eighth Supplemental Indenture” means this Eighth Supplemental Indenture under the Subordinated Debt Securities Indenture, dated as of March 1, 2024, among the Company and the Trustee.

 

“EUWA” means the European Union (Withdrawal) Act 2018.

 

“FATCA” means (i) sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended, any U.S. Treasury regulations promulgated thereunder, or any official guidance with respect thereto; (ii) any intergovernmental agreement between the United States and any other jurisdiction which facilitates the implementation of clause (i), or any law, regulation or other official guidance enacted or issued in any jurisdiction to implement such intergovernmental agreement; or (iii) any agreement entered into with the U.S. Internal Revenue Service, the U.S. Treasury or any governmental or taxation authority in any other jurisdiction for the implementation of clauses (i) or (ii).

 

“FATCA Withholding” means any amount required to be deducted or withheld from any payment under the Subordinated Debt Securities or this Subordinated Debt Securities Indenture pursuant to FATCA.

 

“Global Note” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

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“Interest Payment Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Interest Reset Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Issue Date” means March 1, 2024, being the date of the initial issue of the Notes.

 

“Junior Creditors” means creditors of the Company who are holders of any additional Tier 1 capital (within the meaning of the Capital Regulations) issued by the Company, and in each case any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations.

 

“Maturity Date” means June 1, 2034.

 

“Notes” has the meaning set forth in the recitals to the Eighth Supplemental Indenture.

 

“Order” means Banks and Building Societies (Priorities on Insolvency) Order 2018.

 

“Parity Creditors” means creditors of the Company who are holders of any Tier 2 Capital issued by the Company, and in each case any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations.

 

“PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to the Company’s business.

 

“Ranking Legislation” means the Order and any other law or regulation applicable to the Company which is amended by the Order.

 

“Reference Treasury Dealer” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Reference Treasury Dealer Quotations” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Regulatory Group” means the Company, the Company’s subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests

 

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held (directly or indirectly) by any of the Company’s subsidiary undertakings from time to time and any other undertakings from time to time consolidated with the Company for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Company.

 

“relevant U.K. authority” means any authority with the ability to exercise a U.K. bail-in power.

 

“Reset Determination Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Reset Period” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“secondary non-preferential debts” shall have the meaning given to it in the Ranking Legislation, as amended from time to time. Currently, the Ranking Legislation states that “secondary non-preferential debts” means non-preferential debts issued by a relevant financial institution under an instrument where (i) the original contractual maturity of the instrument is of at least one year, (ii) the instrument is not a derivative and contains no embedded derivative, and (iii) the relevant contractual documentation and where applicable the prospectus related to the issue of the debts explain the priority of the debts under the Insolvency Act 1986.

 

“Senior Creditors” means, in respect of the Company, the creditors of the Company whose claims are admitted to proof in the winding up, administration or other insolvency procedure of the Company and (i) who are unsubordinated creditors of the Company or (ii) who are subordinated creditors of the Company (whether in the event of a winding up or administration of the Company or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the holders of the Notes, or (y) those who are Parity Creditors or Junior Creditors or (iii) who are creditors in respect of any secondary non-preferential debts.

 

“Tier 2 Capital” means Tier 2 capital for the purposes of the Capital Regulations.

 

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“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Subordinated Debt Securities Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Subordinated Debt Securities of any series shall mean the Trustee with respect to the Subordinated Debt Securities of such series. For purposes of Section 6.07 herein, the term Trustee shall also include the Trustee acting in all other capacities.

 

“U.K. bail-in power” means 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 the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (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.

 

“U.K. Taxing Jurisdiction” has the meaning set forth in Section 10.04.

 

“U.S. Treasury Rate” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.

 

“Write-down and Conversion Powers” means the powers under the 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, 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 that liability.

 

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Section 3.02. Deletion of Definitions. With respect to the Notes only, the following definitions shall be deleted in their entirety in Section 1.01 of the Base Indenture:

 

“ADR Custodian” means the custodian under the ADR Deposit Agreement.

 

“ADR Deposit Agreement” means the Deposit Agreement dated as of August 17, 1992, amended and restated as of February 8, 1999, as further amended and restated as of November 2, 2001, and as may be further amended from time to time between the Company and The Bank of New York Mellon (previously named The Bank of New York) and the holders from time to time of American Depositary Receipts issued thereunder.

 

“ADR Depositary” means the depositary under the ADR Deposit Agreement.

 

“Clearstream Luxembourg” means, Clearstream Banking, société anonyme, or its nominee or its or their successor.

 

“Deferred Interest” has the meaning specified in Section 3.07.

 

“Deferred Payment Date” has the meaning specified in Section 3.07.

 

“Deferred Record Date”, when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any series, means the date specified for the purpose pursuant to Section 3.01.

 

“Dollar Preference Shares” means a designated series of non-cumulative dollar preference shares, nominal value of $.01 each, of the Company for which, if applicable to a particular series of Subordinated Debt Securities, the Company may exchange or convert any series of Subordinated Debt Securities.

 

“Exchange Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in Section 13.03.

 

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“Exchange Securities” has the meaning specified in Section 3.01(l).

 

“Foreign Currency” means the euro or any currency issued by the government of any country (or a group of countries or participating member states) other than the United States which as at the time of payment is legal tender for the payment of public and private debts

 

“Foreign Government Securities” means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes hereof, euro shall be deemed to have been issued by each participating member state from time to time.

 

“Taxing Jurisdiction” has the meaning specified in Section 10.04.

 

Section 3.03. Notices, Etc. to Trustee and Company. With respect to the Notes only, Section 1.05 of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

Section 1.05. Notices, Etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Subordinated Debt Securities Indenture to be made upon, given or furnished to, or filed with,

 

(a)       the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via email delivery of a copy of such document) to the Trustee at its Corporate Trust Office with a copy to The Bank of New York Mellon, Merck House, Seldown, Poole, Dorset BH15 1PX, United Kingdom (email : corpsov4@bnymellon.com), and the Trustee agrees to accept and act upon facsimile or email transmission of written instructions pursuant to this Subordinated Debt Securities Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission

 

15 

 

of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions; or

 

(b)       the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class air mail postage prepaid, to the Company, to Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ (Attention: Group Secretariat) or at any other address previously furnished in writing to the Trustee by the Company.

 

If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding a conflict or inconsistency between such instructions and a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

 

Section 3.04. Notice to Holders; Waiver. With respect to the Notes only, Section 1.06 of the Base Indenture is amended in part to delete the last paragraph therein and to amend and restate the second paragraph therein, which shall read as follows:

 

For so long as the Subordinated Debt Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series to the Holder through the Depositary, in accordance with its applicable procedures from time to time. Otherwise, notices to the Holders will be provided to the addresses that appear on the Subordinated Debt Security Register.

 

Section 3.05. Appointment of Agent for Service. With respect to the Notes only, Section 1.14 of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

Section 1.14. Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 28 Liberty Street New York, NY 10005, United States, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan,

 

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The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

 

Section 3.06. Execution, Authentication, Delivery and Dating. With respect to the Notes only, the first paragraph of Section 3.03 of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

In authenticating such Subordinated Debt Securities and accepting the additional responsibilities under this Subordinated Debt Securities Indenture in relation to such Subordinated Debt Securities, the Trustee shall be entitled to receive (in the case of subparagraph 3.03(b) below only at or before the time of the first request of the Company to the Trustee to authenticate the first Subordinated Debt Security of the series), and (subject to ‎Section 6.01) shall be fully protected in relying upon:

 

(a)       the Company Order (x) requesting such authentication and setting forth delivery instructions, and (y) attaching the form of Subordinated Debt Securities setting forth the terms thereof established pursuant to ‎Section 3.01 of this Subordinated Debt Securities Indenture and stating the recitals contained in ‎Section 1.02 of this Subordinated Debt Securities Indenture, including that all conditions precedent for the authentication of such Subordinated Debt Securities have been complied with; and

 

(b)       an Opinion of Counsel stating that (x) the form and terms thereof have been established in conformity with the provisions of this Subordinated Debt Securities Indenture and (y) that such Subordinated Debt Securities, when authenticated and delivered by

 

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the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor’s rights and by general principles of equity.

 

Section 3.07. Deletion of Deferred Payment Provisions. With respect to the Notes only, the following Sections of the Base Indenture are amended and restated in their entirety and shall read as follows:

 

Section 3.01 Amount Unlimited, Issuable in Series.

 

(d)       the rate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07, and, in the case of registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any dates required to be established pursuant to Section 7.01;

 

Section 3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Subordinated Debt Securities, to the Person in whose name that Subordinated Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, in the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company designated pursuant to Section 3.01 outside the United Kingdom for collection by the Holder.

 

In the case of registered Subordinated Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by the payee with, a bank in The City of New York.

 

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Section 11.06. Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security for redemption in accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest to (but excluding) the Redemption Date; provided, however, that with respect to any Subordinated Debt Securities in registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to the terms of the Subordinated Debt Securities and the provisions of Section 3.07. Subordinated Debt Securities in definitive form shall be presented for redemption to the Paying Agent.

 

If any Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions of Section 3.07.

 

Section 3.08. Deletion of Exchange Provisions. With respect to the Notes only, (i) Section 1.13 of the Base Indenture is amended by deleting the reference to “Exchange Date” therein, (ii) Section 3.01(l) of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

(l) [Reserved];

 

and (iii) Section 3.05 of the Base Indenture is amended by deleting the following paragraph:

 

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In the event that a Global Security is surrendered for redemption or exchange for Dollar Preference Shares or Exchange Securities in part pursuant to Section 11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the Global Security so surrendered.

 

Section 3.09. Correction of Minor Defects in or Amendment of Subordinated Debt Securities. With respect to the Notes only, Article 3 of the Base Indenture is amended by adding Section 3.13, which shall read as follows:

 

Section 3.13. Correction of Minor Defects in or Amendment of Subordinated Debt Securities. If, after issuance of any Subordinated Debt Security (including any Global Security), the Company or the Trustee shall become aware of any ambiguity, defect or inconsistency in any term thereof, the Company and the Trustee agree to amend such Subordinated Debt Security (including any Global Security) as contemplated by ‎Section 9.01(h) and the parties hereto shall provide for the execution, authentication, delivery and dating of one or more replacement Subordinated Debt Securities or Global Securities, as the case may be, pursuant to ‎Section 3.03 hereto, provided, however, that such amendment is not materially adverse to Holders of any Outstanding Subordinated Debt Securities.

 

Section 3.10. Satisfaction and Discharge of Subordinated Debt Securities Indenture. With respect to the Notes only, Article 4 of the Base Indenture is amended by amending and restating Section 4.01 in its entirety, which shall read as follows:

 

Section 4.01. Satisfaction and Discharge of Subordinated Debt Securities Indenture. This Subordinated Debt Securities Indenture shall upon Company Request (subject to Section 4.04) cease to be of further effect with respect to Subordinated Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of Subordinated Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Subordinated Debt Securities Indenture with respect to the Subordinated Debt Securities of such series when:

 

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(a)       all Subordinated Debt Securities of such series theretofore authenticated and delivered (other than (i) Subordinated Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Subordinated Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation;

 

(b)       the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Subordinated Debt Securities of such series; and

 

(c)       the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Subordinated Debt Securities Indenture with respect to the Subordinated Debt Securities of such series have been complied with.

 

Notwithstanding any satisfaction and discharge of this Subordinated Debt Securities Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge, including any termination under any bankruptcy law.

 

Section 3.11. Application of Trust Money. With respect to the Notes only, Article 4 of the Base Indenture is amended by amending and restating Section 4.02 in its entirety, which shall read as follows:

 

Section 4.02. [Reserved].

 

Section 3.12. Repayment to Company. With respect to the Notes only, Article 4 of the Base Indenture is amended by amending and restating Section 4.03 in its entirety, which shall read as follows:

 

Section 4.03. Repayment to Company. The Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company upon Company Request any excess money and/or U.S. Government Obligations held by them at any time with respect to any series of Subordinated Debt Securities.

 

Section 3.13. PRA. With respect to the Notes only, Article 4 of the Base Indenture is amended by adding Section 4.04, which shall read as follows:

 

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Section 4.04. PRA. The Company may only make a Company Request as provided under Article 4 of this Subordinated Debt Securities Indenture provided that (a) such right shall only apply to the extent not prohibited by CRD and (b) the Company (except to the extent that the Capital Regulations do not so require) has notified the PRA of its intention to do so before the Company makes such Company Request, the PRA has granted permission and the Company has complied with any other requirement of the Capital Regulations and/or PRA applicable at the time.

 

Section 3.14. Events of Default. With respect to the Notes only, Section 5.01 of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

Section 5.01. Events of Default. “Event of Default”, wherever used herein with respect to the Subordinated Debt Securities, means the making of an order by a court of competent jurisdiction which is not successfully appealed within 30 days of the making of such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the Company (in each case, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency). The exercise of any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event of Default under this Section 5.01 or a Default under Section 5.03.

 

Section 3.15. Acceleration of Maturity; Rescission and Annulment. With respect to the Notes only, Section 5.02 of the Base Indenture is amended by adding the following paragraph at the end of the section:

 

If the Subordinated Debt Securities become due and payable and the Company fails to pay such amounts (or any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities or this Subordinated Debt Securities Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest on the Subordinated Debt Securities, or to institute suit for the enforcement of any such payment, each as provided for under Section 316(b) (Directions and Waivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee, in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding up of the Company for all such due and payable amounts (including any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities or this Subordinated Debt Securities Indenture) but no other remedy shall be available to the Trustee or the Holders.

 

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Section 3.16. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Notes only, Section 5.03 of the Base Indenture is amended and restated in its entirety and shall read as follows:

 

Section 5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever used herein with respect to the Subordinated Debt Securities of a particular series, means any one of the following events (subject as provided below, whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

 

(a)

the Company fails to pay any installment of interest in respect of the Subordinated Debt Securities of such series on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

(b)

the Company fails to pay all or any part of the principal amount of the Subordinated Debt Securities of such series when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Securities of any series to be due and payable.

 

Subject to applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Subordinated Debt Securities by their acceptance thereof will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to the Subordinated Debt Securities, the Eighth Supplemental Indenture or this Subordinated Debt Securities Indenture (or between the Company’s obligations under or in respect of any Subordinated Debt Security and any liability owed by a Holder to the Company) that they (or the Trustee acting on their behalf) might otherwise have against the Company, whether before or during any winding-up, liquidation or administration of the Company. Notwithstanding the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf of such Holders) against the Company are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holders) will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of any winding-up, liquidation or administration of the Company, the liquidator or administrator (or other relevant

 

23 

 

insolvency official), as the case may be, to be held on trust for the Senior Creditors and until such time as payment is made will hold a sum equal to such amount on trust for the Senior Creditors and accordingly such discharge shall be deemed not to have taken place.

 

Notwithstanding the foregoing and any other provisions, a failure to make any payment on the Subordinated Debt Securities of any series shall not be a Default if it is withheld or refused, upon independent counsel’s advice addressed to the Company and delivered to the Trustee, (i) in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction or (ii) as a result of the exercise of any U.K. bail-in power by the relevant U.K. authority, provided, however, that the Trustee may require the Company to take any action which, upon such independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case the Company shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to the Company informing it of such determination.

 

Upon the occurrence of any Event of Default or Default, the Company shall give prompt written notice to the Trustee. Except as otherwise provided in this Article 5, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Subordinated Debt Securities whether in connection with any breach by the Company of its obligations under the Subordinated Debt Securities, this Subordinated Debt Securities Indenture or otherwise, including by judicial proceedings, provided that the Company shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Debt Securities of any series prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities of any such series would have otherwise been payable.

 

No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Subordinated Debt Security, or for any claim based thereon and no recourse under or upon any obligation, covenant or agreement of the Company in this Subordinated Debt Securities Indenture, or in any Subordinated Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of

 

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the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Subordinated Debt Securities Indenture and the issue of the Subordinated Debt Securities.

 

No remedy against the Company, other than as referred to in this Article 5 of this Subordinated Debt Securities Indenture, shall be available to the Trustee or the Holders of the Subordinated Debt Securities whether for the recovery of amounts owing in respect of such Subordinated Debt Securities or under this Subordinated Debt Securities Indenture or in respect of any breach by the Company of its obligations under this Subordinated Debt Securities Indenture or in respect of the Subordinated Debt Securities, except that the Trustee and the Holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act, including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Subordinated Debt Securities are subject to the subordination provisions set forth in this Subordinated Debt Securities Indenture.

 

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 Subordinated Debt Securities.

 

Section 3.17. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. With respect to the Notes only, Section 5.08 of the Base Indenture is amended and restated in its entirety, which shall read as follows:

 

Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Subject to Article 12 in relation to subordination of Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Debt Securities Indenture, the Holder of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest, if any, on such Subordinated Debt Security on the respective Stated Maturities as expressed in such Subordinated Debt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section 5.07, to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

 

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Section 3.18. Control by Holders. With respect to the Notes only, Section 5.12 of the Base Indenture is amended in part to amend and restate paragraph (c) in its entirety and add a paragraph (d), which shall read as follows:

 

(c)       the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and

 

(d)       no provision herein shall be deemed to require the Trustee to take any action or forebear from any action directed by Holders unless the Trustee has received security and/or indemnity satisfactory to it in its sole discretion and if the Trustee does act in accordance with a Holders’ direction given under this ‎Section 5.12 it shall not be liable for such action.

 

Section 3.19. Waiver of Past Defaults. With respect to the Notes only, the first paragraph of Section 5.13 of the Base Indenture is amended and restated in its entirety, which shall read as follows:

 

The Trustee may without prejudice to its rights in respect of any subsequent Event of Default or Default from time to time and at any time waive any Event of Default or Default or authorize any proposed Event of Default or Default by the Company, provided that in its opinion the interests of the Holders shall not be materially prejudiced thereby and, provided further, that the Trustee shall not exercise any powers conferred on it by this clause in contravention of any notice in writing to the Company and the Trustee made pursuant to Section 5.02 hereof but so that no such notice shall affect any waiver or authorization previously given or made. The Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Debt Securities of any series may on behalf of the Holders of all the Subordinated Debt Securities of such series waive any past Event of Default or Default hereunder with respect to such series and its consequences, except an Event of Default or Default:

 

Section 3.20. Undertaking for Costs. With respect to the Notes only, Section 5.14 of the Base Indenture is amended and restated in its entirety, which shall read as follows:

 

Section 5.14. Undertaking for Costs. All parties to this Subordinated Debt Securities Indenture agree, and each Holder of any Subordinated Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Subordinated Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess

 

26 

 

reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Subordinated Debt Security on or after the respective Stated Maturities expressed in such Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date).

 

Section 3.21. Compensation and Reimbursement. With respect to the Notes only, Section 6.07 of the Base Indenture is amended in part to add the following paragraphs after the last paragraph of Section 6.07:

 

The Trustee’s right to reimbursement and indemnity under this ‎Section 6.07 shall survive the payment in full of the Subordinated Debt Securities, the discharge of this Subordinated Debt Securities Indenture, the resignation or removal of the Trustee and any termination of the Subordinated Debt Securities Indenture, including any termination under any bankruptcy law and (without prejudice to ‎Section 4.02 of the Eighth Supplemental Indenture if, and to the extent applicable, as set out therein) any exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the obligations owed or owing to Holders pursuant to or in connection with the Subordinated Debt Securities.

 

To the extent the Company’s obligations to reimburse and indemnify the Trustee pursuant to this ‎Section 6.07 are excluded liabilities under the Banking Act or otherwise excluded from any exercise of the U.K. bail-in power by the relevant U.K. authority by legislation, rule, regulation or regulatory technical standard, such liabilities shall survive the application of such U.K. bail-in power.

 

Section 3.22. Reports by the Company. With respect to the Notes only, Section 7.04 of the Base Indenture is amended in part to add the following sentence at the end of sub-section (a):

 

The Company will be deemed to have delivered such reports or information referred to in this Section to the Trustee if the Company has filed such reports or information with the Commission via the EDGAR filing system (or any successor thereto) and such reports or information are publicly available;

 

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Section 3.23. Reports by the Company. With respect to the Notes only, Section 7.04 of the Base Indenture is amended in part to add the following paragraph at the end of Section 7.04:

 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein.

 

Section 3.24. Assumption of Obligations. With respect to the Notes only, Section 8.03 of the Base Indenture is amended in part by amending and restating sub-sections 8.03(a) and 8.03(b), which shall read as follows:

 

(a)       the successor entity shall expressly assume such obligations by an amendment to the Subordinated Debt Securities Indenture, executed by the Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to the Subordinated Debt Securities Indenture, unconditionally guarantee (such guarantee shall be given on a subordinated basis consistent with Article 12 hereof) all of the obligations of such successor entity under the Subordinated Debt Securities of such series and the Subordinated Debt Securities Indenture as so modified by such amendment (provided, however, that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable pursuant to Section 10.04 in respect of the Subordinated Debt Securities, references to such successor entity’s country of organization and tax residence will be added to references to the United Kingdom in the definition of U.K. Taxing Jurisdiction);

 

(b)       such successor entity shall confirm in writing in such amendment to the Subordinated Debt Securities Indenture that such successor entity will pay all Additional Amounts, if any, payable pursuant to Section 10.04 in respect of all the Subordinated Debt Securities (provided, however, that for these purposes such successor entity’s country of organization and tax residence will be substituted for the references to the United Kingdom in the definition of U.K. Taxing Jurisdiction);

 

Section 3.25. Notification of Assumption or Substitution to the PRA. With respect to the Notes only, Article 8 of the Base Indenture is amended by adding Section 8.04, which shall read as follows:

 

Section 8.04. Notification of Assumption or Substitution to the PRA. No such assumption or substitution as is referred to in Sections 8.01, 8.02 and 8.03 shall be effected in relation to any series of Subordinated Debt Securities, unless (except to the extent that the Capital Regulations do not so require) the Company has notified the PRA of its intention to do so before the date scheduled therefor and the PRA has granted consent thereto.

 

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Section 3.26. Notification of Modification or Supplemental Indenture. With respect to the Notes only, Article 9 of the Base Indenture is amended by adding Section 9.07, which shall read as follows:

 

Section 9.07. Notification of Modification or Supplemental Indenture. No such modification shall be effected in relation to any series of Subordinated Debt Securities or the Eighth Supplemental Indenture pursuant to this Article 9 or Section 3.13 herein, unless (except to the extent that the Capital Regulations do not so require) the Company has notified the PRA of its intention to do so before the proposed modification and the PRA has granted permission thereto.

 

Section 3.27. Additional Amounts. With respect to the Notes only, Section 10.04 of the Base Indenture is amended and restated in its entirety, which shall read as follows:

 

Section 10.04. Additional Amounts. All amounts of principal, premium, if any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the Company 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 any Board Resolution, or an Officer’s Certificate, establishing the terms of Subordinated Debt Securities of a series in accordance with ‎Section 3.01, 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, the Company will pay such additional amounts with respect to interest and any redemption premium, on any series of Subordinated Debt Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of Subordinated 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 Subordinated 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:

 

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(i)       the Holder or the beneficial owner of the Subordinated 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 Subordinated Debt Security, or the collection of the payment on any Subordinated Debt Security of the relevant series,

 

(ii)       except in the case of a winding-up of the Company in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom,

 

(iii)       the relevant Subordinated 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 Subordinated Debt Security for payment at the close of such 30 day period,

 

(iv)       the Holder or the beneficial owner of the relevant Subordinated Debt Security or the payment on such Subordinated Debt Security failed to comply with a request by the Company or its 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,

 

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nor shall Additional Amounts be paid with respect to a payment on the Subordinated Debt Securities 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 Subordinated Debt Securities Indenture there is mentioned, in the context of any Subordinated Debt Security, the payment of the principal, premium, if any, or interest, if any, on, or in respect of, any Subordinated Debt Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this 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.

 

Section 3.28. FATCA. With respect to the Notes only, Article 10 of the Base Indenture is amended by adding Section 10.08, which shall read as follows:

 

Section 10.08. FATCA. The Paying Agent shall be entitled to make any FATCA Withholding, and neither the Company nor the Paying Agent shall have any obligation to gross-up any payment hereunder or under the Subordinated Debt Securities as a result of any such FATCA Withholding. Each of the Company and the Paying Agent shall provide to the other party, upon request, such forms and documentation as may be reasonably necessary for the other party to determine whether it has any withholding or reporting obligations pursuant to FATCA in relation to the Subordinated Debt Securities, provided that the requested information is within the first party’s possession and such party is legally entitled to provide such information.

 

Section 3.29. Redemption and Repurchases of Subordinated Debt Securities. With respect to the Notes only, Article 11 of the Base Indenture is amended by amending and restating Sections 11.01, 11.04, 11.08 and 11.09 in their entirety, and by adding Sections 11.10, 11.11 and 11.12, which shall read as follows:

 

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Section 11.01. Applicability of Article. Subordinated Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance with this Article 11. Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Capital Regulations and Section 11.12 below. The Subordinated Debt Securities of any series may not be redeemed in whole or in part at the option of the Holder thereof.

 

Section 11.04. Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, notice of redemption shall be given (i) not less than 15 calendar days nor more than 30 calendar days prior to the Redemption Date to each Holder of Subordinated Debt Securities to be redeemed and (ii) to Trustee at least 5 business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee in the manner and to the extent provided in Section 1.06. Except as otherwise provided herein, such notice should be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

a)

the Redemption Date;

 

b)

the Redemption Price;

 

c)

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;

 

d)

the place or places at which each Holder may obtain payment of the Redemption Price; and

 

e)

the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such series of Subordinated Debt Securities.

 

Notice of redemption of Subordinated Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

 

If the Company has elected to redeem Subordinated Debt Securities but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its U.K. bail-in power in respect of the Subordinated Debt Securities,

 

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the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Section 11.08. Optional Redemption Due to Changes in Tax Treatment. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.12 below, the Company will have the option to redeem Subordinated Debt Securities of any series at its sole discretion, in whole but not in part, on not less than 15 calendar days nor more than 30 calendar days’ notice, at any time, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of any such series of Subordinated Debt Securities to (but excluding) the Redemption Date, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01:

 

(a)       in making any payment under the Subordinated Debt Securities, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

 

(b)       the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a “distribution” 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);

 

(c)       on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced);

 

(d)       the Company would not, as a result of the Subordinated Debt Securities being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies

 

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with which the Company is or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist); or

 

(e)       a future conversion into equity or write-down of the principal amount of the Subordinated Debt Securities would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Subordinated Debt Securities or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes.

 

In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to exercise its right of redemption.

 

Section 11.09. Optional Redemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.12 below, the Company will have the option to redeem Subordinated Debt Securities of any series at its sole discretion, in whole but not in part, on not less than 15 calendar days nor more than 30 calendar days’ notice, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such series of Subordinated Debt Securities to (but excluding) the Redemption Date if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing.

 

Section 11.10. Optional Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.12 below, the Company may, at the Company’s option and in its sole discretion on not less than 15 calendar days nor more than 30 calendar days’ notice, redeem Subordinated Debt Securities of any series, in whole but not in part, on any day falling in the

 

34 

 

period from (and including) March 1, 2029 to (and including) June 1, 2029, at a Redemption Price equal to 100% of the principal amount of the Subordinated Debt Securities of any series together with any accrued but unpaid interest to, but excluding, the Redemption Date.

 

Section 11.11. Repurchases. Subject to the conditions set out in Section 11.12 below, the Company may from time to time purchase Subordinated Debt Securities in the open market or by tender or by private agreement, in any manner and at any price or at differing prices. Subordinated Debt Securities purchased or otherwise acquired by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).

 

Section 11.12. Early Redemption or Repurchases – PRA. Subordinated Debt Securities may only be redeemed (and notice thereof given to the Holders of the Subordinated Debt Securities) or purchased by the Company prior to the Maturity Date pursuant to this Article 11, provided that (except to the extent that the Capital Regulations does not so require):

 

(a) the Company has given such notice to the PRA as the PRA may then require before the Company becomes committed to the proposed redemption or repurchase; and

 

(b) the PRA has granted permission for the Company to make such redemption or repurchase and the Company has complied with any other requirements of the Capital Regulations and/or the PRA applicable to such redemptions or repurchases at the time; and

 

(c) with respect to Sections 11.08 and 11.09 only, and except to the extent that the Capital Regulations does not so require, the Company may only redeem the Subordinated Debt Securities before five years after the date of issuance of the Subordinated Debt Securities if, in addition to the conditions set out in (a) and (b) above, the following conditions are met:

 

(i)

in the case of an optional redemption due to changes in tax treatment pursuant to Section 11.08, the Company demonstrates to the satisfaction of the PRA that the change in the applicable tax treatment relating to the Subordinated Debt Securities is material and was not reasonably foreseeable at the time of issuance of the Subordinated Debt Securities; or

 

35 

 

 

(ii)

in the case of an optional redemption due to the occurrence of a Capital Disqualification Event pursuant to Section 11.09, (i) the PRA considers such change in the regulatory classification of such Subordinated Debt Securities to be sufficiently certain and (ii) the Company demonstrates to the satisfaction of the PRA that the Capital Disqualification Event was not reasonably foreseeable at the time of the issuance of the Subordinated Debt Securities.

 

Section 3.30. Exchanges Not Deemed Payment. With respect to the Notes only, Section 12.10 of the Base Indenture is deleted in its entirety.

 

Section 3.31. Exchange of Subordinated Debt Securities. With respect to the Notes only, Article 13 of the Base Indenture is deleted in its entirety.

 

Article 4

 

Section 4.01. Agreement with Respect to Exercise of U.K. Bail-In Power

 

(a)       Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of Notes, each Holder (including each Beneficial Owner) of the Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Notes, or the Interest Payment Dates, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in power. Each Holder (including each Beneficial Owner) of the Notes further acknowledges and agrees that the rights of the Holders and Beneficial Owners under the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority.

 

(b)       By its acquisition of Notes each Holder and Beneficial Owner:

 

(i)       acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

36 

 

(ii)       to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes;

 

(iii)       acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes under Section 5.12 of the Indenture, and (b) neither the Base Indenture nor this Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority;

 

Notwithstanding paragraph (b), if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Eighth Supplemental Indenture; and

 

(iv) (a) consented to the exercise of any U.K. bail-in power which may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Notes; and

 

(b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner.

 

(c)       Upon the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.

 

(d)       No repayment of the principal amount of the Notes or payment of interest on the Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment

 

37 

 

or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group.

 

(e)       If the Company has elected to redeem Notes of this series but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. authority exercises its U.K. bail-in power with respect to any Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

(f)       Any Holder (including each Beneficial Owner) that acquires Notes in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to the U.K. bail-in power.

 

Section 4.02. Concerning BRRD Liability. Notwithstanding and to the exclusion of any other term of the Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trustee acknowledges and accepts that a BRRD Liability arising under the Indenture with respect to the Notes may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:

 

(a)       the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Company to the Trustee under the Indenture, that (without limitation) may include and result in any of the following, or some combination thereof:

 

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

 

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Company or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations);

 

(iii) the cancellation of the BRRD Liability; and/or

 

(iv) 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; and

 

38 

 

(b)       the variation of the terms of this the Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

 

Article 5
MISCELLANEOUS

 

Section 5.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Eighth Supplemental Indenture by the Company and the Trustee, and the delivery of the documents referred to in ‎Section 5.02 herein, the Base Indenture shall be amended and supplemented in accordance herewith, and this Eighth Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of the Notes.

 

Section 5.02. Other Documents to Be Given to the Trustee. As specified in Section 9.03 of the Indenture and subject to the provisions of Section 6.03 of the 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 Indenture, and in the case of such Opinion of Counsel, that this Eighth Supplemental Indenture is authorized or permitted by the Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to Section 1.03 of the 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 Eighth Supplemental Indenture complies with the applicable provisions of the Base Indenture.

 

Section 5.03. Confirmation of Indenture. The Base Indenture and this Eighth Supplemental Indenture with respect to the Notes, is in all respects ratified and confirmed, and the Base Indenture, this Eighth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Notes, be read, taken and construed as one and the same instrument. This Eighth Supplemental Indenture constitutes an integral part of the Base Indenture with respect to the Notes. In the event of a conflict between the terms and conditions of the Base Indenture and the terms and conditions of this Eighth Supplemental Indenture, the terms and conditions of this Eighth Supplemental Indenture shall prevail with respect to the Notes.

 

Section 5.04. Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Eighth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Eighth Supplemental

 

39 

 

Section 5.05. 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 5.06. Governing Law. This Eighth Supplemental Indenture and the Notes 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 Indenture, and except that the authorization and execution by the Company of this Eighth Supplemental Indenture and the Notes 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 5.07. Reparability. In case any provision contained in this Eighth 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 5.08. Counterparts. This Eighth 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.

 

[Signature Page Follows]

 

40 

 

IN WITNESS WHEREOF, the parties hereto have caused this Eighth 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: Group Treasurer

 

 

	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
	By:	/s/ Gregory Dale
		Name: Gregory Dale
		Title: Authorized Signatory

 

[Signature Page to Eighth Supplemental Indenture]

 

41 

 

EXHIBIT A

 

FORM OF GLOBAL NOTE

 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

THE RIGHTS OF THE HOLDER OF THIS NOTE ARE, TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 12.01 OF THE INDENTURE, SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS OF THE COMPANY, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 12.01, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 12.01 OF THE INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SCOTLAND.

 

CUSIP No. [·]

ISIN No. [·]

 

NATWEST GROUP plc

 

$[·] FIXED-TO-FIXED RESET RATE SUBORDINATED TIER 2 NOTES DUE 20[·] (THE “NOTES”)

 

No. [•]

$[•]

 

NATWEST GROUP plc (herein called the “Company,” which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assignees, the principal sum of $[•] ([•] million dollars) on [·] (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon in accordance with the terms set out below.

 

A-1

 

The Notes shall bear interest from (and including) [●], 2024 to (but excluding) [·] (the “Interest Reset Date”), at a rate of [●]% per annum, and from (and including) the Interest Reset Date to (but excluding) the Maturity Date (the “Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent on the Reset Determination Date (as defined below), plus [●]%. Interest on the Notes will be paid semi-annually in arrear on [·] and [·] of each year (each, an “Interest Payment Date”), beginning on [●], 2024, to (and including) the Maturity Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.

 

The “Reset Determination Date” will be the second business day immediately preceding the Interest Reset Date.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

The “Calculation Agent” for the Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant to a calculation agent agreement entered into on [●], 2024. The Calculation Agent shall determine the U.S. Treasury Rate in accordance with the following provisions:

 

(i)       “U.S. Treasury Rate” means, with respect to the Interest Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time) on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of five years; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Interest Reset Date.

 

A-2

 

(ii) If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of five years as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of five years) at 5:00 p.m. (New York City time) on the Reset Determination Date on which such rate was set forth in such release (or any successor release).

 

“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years.

 

“Comparable Treasury Price” means, with respect to the Interest Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Interest Reset Date (calculated on the Reset Determination Date preceding the Interest Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.

 

“Reference Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Interest Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.

 

All percentages resulting from any calculation of any interest rate on the Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

A-3

 

Interest on the Notes will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period.

 

The “Regular Record Dates” for the Notes will be the 15th calendar day preceding each Interest Payment Date, whether or not a business day.

 

If any scheduled Interest Payment Date is not a business day, the Company will pay interest on the next day that is a business day, but interest on such payment will not accrue during the period from and after such scheduled Interest Payment Date.

 

If the scheduled Maturity Date or date of redemption or repurchase or repayment of the Notes is not a business day, the Company may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption, repurchase or repayment

 

If (i) the Company fails to pay any installment of interest in respect of this Note on or before the relevant Interest Payment Date and such failure continues for 14 days, or (ii) the Company fails to pay all or any part of the principal amount of this Note when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not declare the principal amount of any Outstanding Notes to be due and payable.

 

Payment of the principal amount of, and any interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder.

 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note for the purpose of receiving payment of principal and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

A-4

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

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

 

For these purposes, “U.K. bail-in power” means 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 Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (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 (and a reference to the “relevant U.K. authority” is to any authority with the ability to exercise a U.K. bail-in power).

 

A-5

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 

Dated: [●], 2024

 

	NATWEST GROUP PLC
	By:
		Name:
		Title:

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

 

Dated: [●], 2024

 

	THE BANK OF NEW YORK MELLON, LONDON BRANCH   as Trustee
	By:
		Authorized Signatory

 

[Reverse of Note]

 

This note is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued and to be issued in one or more series under 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, the Fourth Supplemental Indenture dated as of May 28, 2014 and the Sixth Supplemental Indenture dated as of August 19, 2020 (collectively, the “Base Indenture”) and the Eighth Supplemental Indenture dated as of [●], 2024 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch, as trustee (herein called the “Trustee” which term includes any successor trustee under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

 

This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●].

 

The Company may, from time to time, without the consent of the Holders of the Notes, issue Additional Subordinated Debt Securities having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Notes of this series, except for the price to the public and issue date and first Interest Payment Date, of the Notes of this series. Any such Additional Subordinated Debt Securities, together with the Notes of this series, may constitute a single series of Notes under the Indenture and shall be included in the definition of “Subordinated Debt Securities” in the Indenture where the context requires; provided, however, that if the original Notes of this series are determined by the Company to be debt for U.S. federal income tax purposes and the Additional Subordinated Debt Securities are not fungible with the Outstanding Notes of this series for U.S. federal income tax purposes, the Additional Subordinated Debt Securities must have a CUSIP, ISIN and/or other identifying number different from those used for the Outstanding Notes of this series.

 

The Notes will initially be issued in the form of one or more global Notes (each, a “Global Note”). Except as provided in the Indenture, a Global Note shall not be exchangeable for one or more definitive Notes.

 

The Notes of this series will constitute direct unconditional, unsecured and subordinated obligations of the Company, as described herein, and will rank pari passu without any preference among themselves and junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness of the Company.

 

The rights of the Holders of the Notes of this series are, to the extent and in the manner set forth in Section 12.01 of the Indenture, subordinated to the claims of all Senior Creditors of the Company, and this series of Notes is issued subject to the provisions of that Section 12.01, and the holders of this series of Notes, by accepting the same, agree to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, the laws of Scotland.

 

If an Event of Default with respect to the Notes of this series shall have occurred and be continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Notes of this series may declare the principal amount of, and any accrued but unpaid interest on, all the Notes of this series to be due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture.

 

Except as otherwise provided in Article 5 of the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Notes whether in connection with any breach by the Company of its obligations under the Notes, the Indenture or otherwise, including by judicial proceedings, provided that the Company shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Notes prior to any date on which the principal of, or any interest on, the Notes would have otherwise been payable.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not declare the principal amount of any Outstanding Notes to be due and payable.

 

Notwithstanding any other provisions of the Indenture, failure to make any payment on the Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction, provided, however, that the Trustee may require the Company to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case the Company shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to the Company informing it of such determination.

 

Subject to applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Notes by their acceptance thereof will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to the Notes, the Eighth Supplemental Indenture or the Base Indenture (or between the Company’s obligations under or in respect of the Notes and any liability owed by a Holder to the Company) that they (or the Trustee acting on their behalf) might otherwise have against the Company, whether before or during any winding-up, liquidation or administration of the Company. Notwithstanding the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf of such Holders) against the Company are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holders) will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of any winding-up, liquidation or administration of the Company, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for the Senior Creditors and until such time as payment is made will hold a sum equal to such amount on trust for the Senior Creditors and accordingly such discharge shall be deemed not to have taken place. The terms of this paragraph are governed by, and shall be construed in accordance with, the laws of Scotland.

 

No remedy against the Company, other than as referred to in Article 5 of the Indenture, shall be available to the Trustee or the Holders of the Notes whether for the recovery of amounts owing in respect of such Notes or under the Indenture or in respect of any breach by the Company of its obligations under the Indenture or in respect of the Notes, except that the Trustee and the Holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act, including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Notes are subject to the subordination provisions set forth in the Indenture.

 

All amounts of principal, premium, if any, and interest on the Notes will be paid by the Company 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.

 

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, the Company will pay such additional amounts with respect to interest and any redemption premium on the Notes (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Notes, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect of such Notes 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 Note 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 Note, or the collection of the payment on any Note,

 

(ii) except in the case of a winding-up of the Company in the United Kingdom, the Note is presented (where presentation is required) for payment in the United Kingdom,

 

(iii) the Note 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 Note for payment at the close of such 30 day period,

 

(iv) the Holder or the beneficial owner of the Note or the payment on such Note failed to comply with a request by the Company or its 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 Notes 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 the Indenture there is mentioned, in the context of Notes, the payment of the principal, premium, if any, or interest on, or in respect of, any Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the foregoing paragraph 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.

 

The Notes of this series may not be redeemed by the Company except as provided in the Indenture. The Notes of this series may not be redeemed in whole or in part at the option of the Holder thereof.

 

Subject to the conditions set forth below, the Company will have the option to redeem Notes of this series at its sole discretion, in whole but not in part, on not less than 15 calendar days nor more than 30 calendar days’ notice, at any time, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of the Notes to (but excluding) the Redemption Date, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after [●], 2024:

 

(a)

in making any payment under the Notes, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

 

(b)

payment of interest on the next Interest Payment Date in respect of any of the Notes would be treated as a “distribution” 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);

 

(c)

on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced);

 

(d)

the Company would not, as a result of the Notes being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at [●], 2024, or any similar system or systems having like effect as may from time to time exist); or

 

(e)

a future conversion into equity or write-down of the principal amount of the Notes would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Notes or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes.

 

In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem Notes of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to exercise its right of redemption.

 

Subject to the conditions set forth below, the Company will have the option to redeem Notes of this series at its sole discretion, in whole but not in part, on not less than 15 calendar days nor more than 30 calendar days’ notice, at any time, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of the Notes to (but excluding) the Redemption Date, if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing.

 

Subject to the conditions set forth below, the Company may, at the Company’s option and in its sole discretion, redeem Notes of this series, in whole but not in part, on any day falling in the period from (and including) [●], 20[●] to (and including) [●], 20[●], at a Redemption Price equal to 100% of the principal amount of the Notes of this series together with any accrued but unpaid interest to, but excluding, the Redemption Date.

 

Subject to the conditions set forth below, the Company may also from time to time purchase Notes in the open market or by tender or by private agreement, in any manner and at any price or at differing prices. Notes purchased or otherwise acquired by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered to the Trustee for cancellation (in which case all Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).

 

Notwithstanding any other provision, the Notes may only be redeemed (and notice thereof given to the Holders of the Notes) or purchased by the Company prior to the Maturity Date as set forth in the foregoing paragraphs provided that (except to the extent that the Capital Regulations does not so require):

 

(a)       the Company has given such notice to the PRA as the PRA may then require before the Company becomes committed to the proposed redemption or repurchase; and

 

(b)       the PRA has granted permission for the Company to make such redemption or repurchase and the Company has complied with any other requirements of the Capital Regulations and/or the PRA applicable to such redemptions or repurchases at the time; and

 

(c)       with respect to redemption of the Notes only, and except to the extent the Capital Regulations does not so require, the Company may only redeem the Notes before five years after the date of issuance of the Notes if, in addition to the conditions set out in (a) and (b) above, the following conditions are met:

 

(i)

in the case of an optional redemption due to changes in tax treatment, the Company demonstrates to the satisfaction of the PRA that the change in the applicable tax treatment relating to the Notes is material and was not reasonably foreseeable at the time of issuance of the Notes; or

 

(ii)

in the case of an optional redemption due to the occurrence of a Capital Disqualification Event, (i) the PRA considers the change in the regulatory classification of the Notes to be sufficiently certain and (ii) the Company demonstrates to the satisfaction of the PRA that the Capital Disqualification Event was not reasonably foreseeable at the time of the issuance of the Notes; and

 

(d)       the Company has complied with any alternative or additional preconditions set out in the relevant Capital Regulations and/or required by the PRA as a prerequisite to its consent to such redemptions or repurchases at the time.

 

 

If the Company elects to redeem the Notes of this series, the Notes will cease to accrue interest from the Redemption Date, provided the Redemption Price has been paid in accordance with the Indenture.

 

Upon payment of (i) the amount of principal so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations in respect of the payment of the principal of, and accrued and unpaid interest on, the Notes of this series shall terminate.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected thereby by the Company and the Trustee with the consent of the Holders of not less than 66⅔% in principal amount of the Notes at the time Outstanding of each such series provided, however, that no such amendment or modification shall be effected in relation to any Note, unless (except to the extent that the Capital Regulations do not so require) the Company has notified the PRA of its intention to do so before the proposed modification and the PRA has granted its permission thereto. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Notes of each series, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Events of Default and Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, if and when due and payable, the principal of, and interest on, this Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note of this series will have the right to institute any proceeding with respect to the Indenture, this Note or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become due and payable in accordance with the terms hereof and the Indenture.

 

Subject to the subordination provisions herein, no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and unconditional, to receive payment of the principal of, and interest on,

 

this Note when due and payable in accordance with the provisions of this Note and the Indenture and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

 

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

 

For these purposes, “U.K. bail-in power” means 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 the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (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 (and a reference to the “relevant U.K. authority” is to any authority with the ability to exercise a U.K. bail-in power).

 

By its acquisition of Notes each Holder (including each Beneficial Owner) of the Notes:

 

(a)       acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(b)       to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes; and

 

(c)       acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes under Section 5.12 of the Indenture, and (b) neither the Base Indenture nor this Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority.

 

Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Eighth Supplemental Indenture.

 

The exercise of any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event of Default under Section 5.01 of the Indenture.

 

By its acquisition of Notes, each Holder and Beneficial Owner shall be deemed to have:

 

(i)       consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Notes; and

 

(ii)       authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner.

 

 

No repayment of the principal amount of the Notes or payment of interest on the Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group.

 

Upon the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.

 

If the Company has elected to redeem Notes of this series but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. authority exercises its U.K. bail-in power with respect to any Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Any Holder (including each Beneficial Owner) that acquires Notes in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to the U.K. bail-in power.

 

This Note will be governed by the laws of the State of New York except that the subordination provisions and the waiver of the right to set-off by the Holders and by the Trustee acting on behalf of Holders contained herein will be governed by the laws of Scotland.

 

Unless otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

Exhibit 5.1

 

 

 

To:   NatWest Group plc 36 St Andrew Square Edinburgh EH2 2YB	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
	13 June 2023

 

Your ref

 

Our ref           STPH/EDN/RBG001

 

 

 

Dear Ladies and Gentlemen

 

US$1,250,000,000 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029

 

We have acted as solicitors in Scotland for NatWest Group plc (the Company) in connection with (i) the Underwriting Agreement dated as of 8 June 2023 (the Underwriting Agreement) between you and the underwriters (the Underwriters) under which the Underwriters have severally agreed to purchase from the Company US$1,250,000,000 aggregate principal amount of the Company’s 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029 (the Senior Notes), and (ii) the Pricing Agreement dated as of 8 June 2023 (the Pricing Agreement).

 

The Senior Notes are to be issued pursuant to a senior notes base indenture dated as of 13 December 2017 between the Company and The Bank of New York Mellon, acting through its London branch, as trustee (the Trustee) (the Base Indenture), as supplemented and amended by a supplemental indenture (the Supplemental Indenture) dated as of 13 June 2023 between the Company and the Trustee, supplementing the Base Indenture with regard to the Senior Notes (the Base Indenture, as supplemented by the provisions of the Supplemental Indenture, being hereinafter referred to as the Indenture).

 

We, as your solicitors, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.

 

 

UK - 681345420.2

 

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.

 

On the basis of the foregoing, we advise you that, in our opinion, the Senior Notes have been duly authorized in accordance with the Indenture, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to, and paid for, by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally (including the Banking Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under it) and equitable principles of general applicability.

 

The foregoing opinion is limited to the present laws of Scotland. 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 the matters stated in the opinion of Davis Polk & Wardwell London LLP dated 13 June 2023, to be filed on Form 6-K concurrently with this opinion. The laws of the State of New York are the chosen governing law of the Senior Notes, and we have assumed that the Senior Notes constitute valid, binding and enforceable obligations of the Company, enforceable against the Company in accordance with their terms, under such laws.

 

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended.

 

Yours faithfully

 

/s/ Partner, for and on behalf of CMS Cameron McKenna Nabarro Olswang LLP

 

Partner, for and on behalf of CMS Cameron McKenna Nabarro Olswang LLP

 

 

 

Exhibit 5.2

 

 

 

 

 

June 13, 2023

 

 

NatWest Group plc

Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom

 

 

Ladies and Gentlemen:

 

We have acted as special United States counsel for NatWest Group plc (the “Company”), a public limited company organized under the laws of Scotland, in connection with (i) the Underwriting Agreement dated as of June 8, 2023 (the “Base Underwriting Agreement”) among the Company and the several underwriters listed in Schedule I to the Pricing Agreement (collectively, the “Underwriters”), under which the Underwriters have severally agreed to purchase from the Company $1,250,000,000 aggregate principal amount of its 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029 (the “Notes”) and (ii) the Pricing Agreement dated as of June 8, 2023 related thereto (the “Pricing Agreement” and, together with the Base Underwriting Agreement, the “Underwriting Agreement”). The Company has filed with the Securities and Exchange Commission a Registration Statement on Form F-3 (File No. 333-261837) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the Notes. The Notes are to be issued pursuant to the provisions of the Amended and Restated Indenture dated as of December 13, 2017 (the “Amended and Restated Indenture”), as amended and supplemented by the Seventh Supplemental Indenture dated as of August 19, 2020 (the “Seventh Supplemental Indenture”) and the Twelfth Supplemental Indenture with respect to the Notes dated as of June 13, 2023 (the “Twelfth Supplemental Indenture” and, together with the Amended and Restated Indenture and the Seventh Supplemental Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon, London Branch, as trustee.

 

We, as your 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 Securities and Exchange 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 signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed or that were otherwise made to us by the Company were and are accurate.

 

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 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

 

 

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

 

 

 

 

 

governed by Scots law as to which we express no opinion), when 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 constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

 

In connection with the opinion expressed above, we have assumed that the Company validly exists as a public limited company under the laws of Scotland. In addition, we have assumed that the Indenture and the Notes (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto. We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (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 regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

 

Our opinion is subject to (i) the effects of applicable bankruptcy, insolvency and similar laws affecting the enforcement of 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.

 

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 are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than 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 Scots law, we have relied, without independent inquiry or investigation, on the opinion of CMS Cameron McKenna LLP, special legal counsel in Scotland for the Company, dated as of June 13, 2023, to be filed on Form 6-K concurrently with this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

 

/s/ Davis Polk & Wardwell London LLP

 

Davis Polk & Wardwell London LLP

 

 

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