Capital/Financing Update • Sep 26, 2024
Capital/Financing Update
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To the Holders of its \$750,000,000 Fixed-to-Fixed Reset Rate Subordinated Notes due 2029 (the "Notes") ISIN: US780097BM20 CUSIP: 780097BM2
NOTICE IS HEREBY GIVEN, in accordance with Section 11.04 of the Subordinated Debt Securities Indenture dated December 4, 2012 (the "Base Indenture"), as amended and supplemented by the first supplemental indenture dated December 4, 2012 (the "First Supplemental Indenture"), the fourth supplemental indenture dated May 28, 2014 (the "Fourth Supplemental Indenture") and the Fifth Supplemental Indenture dated November 1, 2019 (the "Fifth Supplemental Indenture" and, together with the Base Indenture, the First Supplemental Indenture and the Fourth Supplemental Indenture, the "Indenture") between NatWest Group plc (formerly known as The Royal Bank of Scotland Group plc) (the "Company") and The Bank of New York Mellon, acting through its London branch (the "Trustee"), that all of the outstanding Notes shall be redeemed by the Company pursuant to Section 11.10 of the Indenture on November 1, 2024 (the "Redemption Date") at a Redemption Price of Notes equal to 100% of the principal amount of the Notes, together with accrued but unpaid interest, if any, on the Notes to but excluding the Redemption Date.
NOTICE IS HEREBY FURTHER GIVEN that the Redemption Price for the Notes will become due and payable on the Redemption Date. Interest on the Notes will cease to accrue on and after the Redemption Date unless the Company defaults in timely payment of the Redemption Price of the Notes in accordance with Sections 11.05 and 11.06 of the Indenture, in which case interest shall continue to accrue with respect to the Notes. The Holders of the Notes will have the right to receive payment of the Redemption Price for the Notes upon surrender of the Notes for redemption in accordance with the applicable procedures of The Depository Trust Company.
The CUSIP and ISIN numbers are included herein solely for the convenience of the registered Holders of the Notes. No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers either as printed on the Notes or as contained in this notice. Any redemption of the Notes shall not be affected by any defect in or omission of such identification numbers.
This notice is subject to the terms of the Indenture.
Capitalized terms used but not defined herein shall have the meaning given to them in the Indenture.
Dated: September 26, 2024
NatWest Group plc
By: Name: Donal Quaid Title: NatWest Group Treasurer
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