Prospectus • Oct 24, 2025
Prospectus
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(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC045551)
This supplement (the "4 th Supplementary Prospectus") to the Prospectus dated 6 December 2024 (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 4 th Supplementary Prospectus. This 4 th Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein.
This 4 th 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 4 th 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 4 th Supplementary Prospectus. With effect from the date of this 4 th 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 4 th 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.
The purpose of this 4 th Supplementary Prospectus is to:
By virtue of this 4 th Supplementary Prospectus the unaudited Q3 2025 Interim Management Statement of the Group (excluding the row titled "Pro forma CET1 ratio (excl. foreseeable items)" in, and footnote (7) to, the table under the heading "Business performance summary" on page 4) (the "Group Q3 2025 IMS"), which were published via the regulatory news service of the London Stock Exchange plc on 24 October 2025 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 4 th 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 4 th 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 4 th Supplementary Prospectus are either not relevant for prospective investors or the information is included elsewhere in the Prospectus.
There has been no significant change in the financial position or financial performance of the Group taken as a whole since 30 September 2025 (the end of the last financial period for which the latest audited or interim financial information of the Group has been published).
The section entitled "Description of the Issuer – Legal Proceedings" on page 104 of the Prospectus shall be deleted and replaced with the following:
For a description of the material governmental, legal or arbitration proceedings that NatWest Group and the Group face, see:
each as referred to in, and incorporated by reference into, this Prospectus.".
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 4 th Supplementary Prospectus, a significant effect on the financial position or profitability of the Issuer or the Group.
On 11 September 2025, S&P Global Ratings UK Limited upgraded its long-term rating of the Issuer.
"In accordance with S&P's ratings definitions available as at the date of this Prospectus on https://www.spglobal.com/ratings/en/research/articles/190705-s-p-global-ratings-definitions-504352, a long-term rating of "A" indicates that an obligor has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.".
To the extent that there is any inconsistency between any statement in this 4 th Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in this 4 th Supplementary Prospectus will prevail.
Save as disclosed in this 4 th 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 4 th 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 4 th Supplementary Prospectus or the Prospectus.
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