Natwest Group PLC

Prospectus • Jul 29, 2024

SUPPLEMENTARY PROSPECTUS DATED 26 JULY 2024

NatWest Group plc

(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC045551)

£40,000,000,000 Euro Medium Term Note Programme

This supplement (the "3 rd Supplementary Prospectus") to the Prospectus dated 7 December 2023 (as supplemented, the "Prospectus"), which comprises a base prospectus for the purpose of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation and has been prepared in connection with the £40,000,000,000 Euro Medium Term Note Programme (the "Programme") established by NatWest Group plc (the "Issuer" or "NatWest Group"). Terms defined in the Prospectus have the same meaning when used in this 3 rd Supplementary Prospectus. This 3 rd Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein.

This 3 rd Supplementary Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation. The FCA only approves this 3 rd Supplementary Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this 3 rd Supplementary Prospectus. With effect from the date of this 3 rd Supplementary Prospectus the information appearing in, or incorporated by reference into, the Prospectus shall be supplemented in the manner described below.

The Issuer accepts responsibility for the information contained in this 3 rd Supplementary Prospectus. To the best of the knowledge of the Issuer such information is in accordance with the facts and makes no omission likely to affect its import.

Purpose of the Supplementary Prospectus

The purpose of this 3 rd Supplementary Prospectus is to:

• (a) incorporate by reference into the Prospectus the Group Interim Results 2024 (as defined below);
• (b) following the publication of the Group Interim Results 2024, update the statements of no significant change and no material adverse change;
• (c) provide certain information relating to HM Treasury's shareholdings;
• (d) update certain information relating to legal proceedings; and
• (e) update information relating to subscription and sale to include information on South Korea.

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Incorporation of Information by Reference

By virtue of this 3 rd Supplementary Prospectus the unaudited Interim Results 2024 of the Group (excluding the row titled "Pro forma CET I ratio (excl. foreseeable items)" in, and footnote (6) to, the table under the heading "Business performance summary" on page 5) (the "Group Interim Results 2024"), which were published via the regulatory news service of the London Stock Exchange plc on 26 July 2024 which have been (1) previously published and (2) filed with the Financial Conduct Authority, shall be incorporated in, and form part of, the Prospectus.

For at least ten years from the date of the Prospectus, a copy of any or all of the information which is incorporated by reference in the Prospectus will be able to be obtained from the website of the Issuer at https://investors.natwestgroup.com/regulatory-news/company-announcements and from the London Stock Exchange plc's website at https://www.londonstockexchange.com/news.

If a document which is incorporated by reference in the Prospectus by virtue of this 3 rd Supplementary Prospectus itself incorporates any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Prospectus except where such information or other documents are specifically incorporated by reference in, or attached to, the Prospectus by virtue of this 3 rd Supplementary Prospectus.

It should be noted that, except as set forth above, no other portion of the above documents is incorporated by reference into the Prospectus. In addition, where sections of any of the above documents which are incorporated by reference into the Prospectus cross-reference other sections of the same document, such cross-referenced information shall not form part of the Prospectus, unless otherwise incorporated by reference herein. Those parts of the documents incorporated by reference which are not specifically incorporated by reference in this 3 rd Supplementary Prospectus are either not relevant for prospective investors or the information is included elsewhere in the Prospectus.

Statement of No Significant Change and No Material Adverse Change

There has been no significant change in the financial position or financial performance of the Group taken as a whole since 30 June 2024 (the end of the last financial period for which the latest audited or interim financial information of the Group has been published).

Save as disclosed in the sections entitled (a) "Outlook" on page 2 of the Group Q1 2024 IMS and (b) "Outlook" on page 3 of the Group Interim Results 2024, there has been no material adverse change in the prospects of NatWest Group since 31 December 2023 (the last date to which the latest audited published financial information of the Group was prepared).

HM Treasury Shareholding

As at 12 July 2024, HM Treasury held less than 20 per cent. of the total voting rights of NatWest Group.

Updating the legal proceedings disclosure set out in the Prospectus

The section entitled "Legal Proceedings" on page 101 of the Prospectus shall be deleted and replaced with the following:

"Legal Proceedings

For a description of the material governmental, legal or arbitration proceedings that NatWest Group and the Group face, see:

• (i) the section entitled "Litigation and regulatory matters" in the "Notes" to the consolidated financial statements on pages 377 to 381 of the 2023 Annual Report and Accounts of the Group;
• (ii) the section entitled "Litigation and regulatory matters" in the "Notes" at page 30 of the Group Q1 2024 IMS; and

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(iii) the section entitled "Litigation and regulatory matters" in the "Notes" at pages 100 to 105 of the Group Interim Results 2024,

each as referred to in, and incorporated by reference into, this Prospectus.".

Legal Proceedings

Other than as referred to in the section entitled "Description of the Issuer – Legal Proceedings" of the Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), which may have or have had during the 12 months preceding the date of this 3 rd Supplementary Prospectus, a significant effect on the financial position or profitability of the Issuer or the Group.

Subscription and Sale

The section entitled "Subscription and Sale" commencing on page 109 of the Prospectus shall be amended to include the following as a new paragraph (m) (and the subsequent paragraph lettering in such section shall be deemed to revised accordingly):

"(m) South Korea

The Notes have not been and will not be registered with the Financial Services Commission of Korea under the Financial Investment Services and Capital Markets Act of Korea. Accordingly, the Notes may not be offered, sold or delivered, directly or indirectly, in Korea or to, or for the account or benefit of, any Korean resident (as such term is defined in the Foreign Exchange Transactions Act of Korea and the decree, rules and regulations promulgated thereunder), except as otherwise permitted under applicable Korean laws and regulations. Furthermore, the Notes may not be transferred, re-offered or resold, directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transactions Act of Korea and the decree, rules and regulations promulgated thereunder) for a period of one year from the date of issuance of the Notes, except as otherwise permitted by applicable Korean laws and regulations. The aggregate number of Notes offered in Korea and to Korean residents shall be less than 50, and by purchasing the Notes, each noteholder will be deemed to represent, warrant and agree that for a period of one year from the date of issuance of the Notes, the Notes may not be sub-divided or re-denominated so as to result in increasing the aggregate number of such Notes to 50 or more.".

Other Information

To the extent that there is any inconsistency between any statement in this 3 rd Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in this 3 rd Supplementary Prospectus will prevail.

Save as disclosed in this 3 rd Supplementary Prospectus no other significant new factor, material mistake or material inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

The hyperlinks included in this 3 rd Supplementary Prospectus are included for information purposes only and the websites and their content are not incorporated into, and do not form part of, this 3 rd Supplementary Prospectus or the Prospectus.

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