Director's Dealing • Jan 13, 2026
Director's Dealing
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MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor (as defined above) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 5 December 2025 which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Prospectus in order to obtain all the relevant information. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at https://www.rns-pdf.londonstockexchange.com/rns/4983K\_1-2025-12-5.pdf.
Issuer: NatWest Markets Plc
(i) Series Number: 136
(ii) Tranche Number: 1
(iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
Currencies:
Aggregate Nominal Amount: €1,000,000,000
Issue Price: 99.777 per cent. of the Aggregate Nominal Amount
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Denominations: up to and including €199,000. No notes in definitive form
will be issued with a denomination above €199,000.
(ii) Calculation Amount: €1,000
(ii) Interest 13 January 2026
Commencement Date:
Trade Date: 7 January 2026
Maturity Date: 13 January 2031
Interest Basis: 3.125 per cent. Fixed Rate
Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption,
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount
Change of Interest Basis: Not Applicable
Issuer Call Option: Not Applicable
Date Board approval for Not Applicable
issuance of Notes obtained:
(i) Rate(s) of Interest: 3.125 per cent. per annum payable in arrear on each Interest
Payment Date
(ii) Interest Payment 13 January in each year, from and including 13 January 2027,
Date(s): up to and including the Maturity Date
(iii) Fixed Coupon €31.25 per Calculation Amount
Amount:
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Determination Dates: 13 January in each year
(vii) Business Day Following Business Day Convention (unadjusted)
Convention:
(viii) Business Centre(s): Not Applicable
Reset Note Provisions: Not Applicable
Floating Rate Note Provisions: Not Applicable
Zero Coupon Note Provisions: Not Applicable
6(b):
Maximum period: 30 days
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Issuer Call: Not Applicable
Final Redemption Amount: €1,000 per Calculation Amount
Early Redemption Amount payable on redemption (a) for tax reasons or (b) on an event of
default:
(a) Form: Bearer Notes:
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Bearer Notes only upon the occurrence of an
Exchange Event
€1,000 per Calculation Amount
(b) NGN: Yes
(c) CMU Notes: No
(d) CDS Notes: No
Additional Financial Centre(s): London
Talons for future Coupons to be attached to Definitive Bearer Notes (and dates on which such No
Talons mature):
rules applicable or TEFRA
rules not applicable:
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Signed on behalf of NatWest Markets Plc:
By: _________________________________________
Duly authorised
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(i) Admission to trading: Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market
with effect from 13 January 2026
(ii) Estimate of total expenses £6,700
relating to admission to trading:
Ratings: The Notes to be issued are expected to be rated:
S&P Global Ratings UK Limited: A Moody's Investors Service Limited: A1
Fitch Ratings Limited: AA-
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
Reasons for the offer: See "Use of Proceeds" in the Prospectus.
Estimated net proceeds: €995,270,000
Indication of yield: 3.174 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of
future yield.
(i) ISIN: XS3270997011
(ii) Common Code: 327099701
(iii) CMU Instrument Number: Not Applicable
(iv) Clearing System: Euroclear Bank SA/NV and Clearstream Banking
Not Applicable
S.A.
(v) Any clearing system(s) other
than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification
number(s):
(vi) Delivery: Delivery free of payment
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Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.
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