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Natwest Group PLC

Prospectus Oct 8, 2021

4644_prs_2021-10-08_e08e9211-223f-42ea-a210-03298c52872d.pdf

Prospectus

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SUPPLEMENTARY PROSPECTUS DATED 8 OCTOBER 2021

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 "6 th Supplementary Prospectus") to the Prospectus dated 26 November 2020 (as supplemented, the "Prospectus"), which comprises a base prospectus for the purpose of Regulation (EU) 2017/1129, constitutes a supplementary prospectus for the purposes of Article 23 of the 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") 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 6 th Supplementary Prospectus. This 6 th Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein.

This 6 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 6 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 6 th Supplementary Prospectus. With effect from the date of this 6 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 6 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.

Purpose of the Supplementary Prospectus

The purpose of this 6 th Supplementary Prospectus is to update certain information relating to legal proceedings, litigation and regulatory matters.

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Updating the legal proceedings disclosure in the Prospectus

The section entitled "Description of the Issuer – Legal Proceedings" set out on page 87 of the Prospectus shall be updated to include the following at the end of the section:

"National Westminster Bank Plc pleads guilty to breaches of Regulations 8(1), 8(3) and 14(1) of the Money Laundering Regulations 2007

National Westminster Bank Plc ("NatWest") has pleaded guilty on 7 October 2021 to three offences under regulation 45(1) of the Money Laundering Regulations 2007 ("MLR 2007") for failure to comply with regulation 8(1) of the MLR 2007 between 7 November 2013 and 23 June 2016 and 8(3) and 14(1) of the MLR 2007 between 8 November 2012 and 23 June 2016 in relation to the accounts of a UK incorporated customer.

These regulations required NatWest to determine and conduct risk sensitive ongoing monitoring of its customers for the purposes of preventing money laundering. The offences relate to operational weaknesses between 2012 and 2016 which meant that NatWest did not adequately monitor the accounts of that customer.

NatWest has cooperated fully with the FCA since its investigation began. The FCA has confirmed it will not take action against any individual current or former employee of NatWest.

The case has been remitted to the Crown Court for sentencing which will be determined at a subsequent hearing, expected to be in November or December 2021. A provision will be made in NatWest's Q3 2021 financial accounts in anticipation of a potential fine being imposed at that hearing.

Financial crime continues to evolve, whether through fraud, scams, cyber-attacks or other criminal activity. NatWest continues to make significant, multi-year investments to strengthen and improve its overall financial crime control framework with prevention systems and capabilities. NatWest has invested almost £700m in the last five years including upgrades to transaction monitoring systems, automated customer screening and new customer due diligence solutions.

NatWest currently has more than 5,000 staff in specialist financial crime roles, dedicated to detecting and preventing financial crime under the leadership and focus of a centralised bankwide 'FinCrime Hub'. As part of its ongoing programme of investment in its people, processes and technology, NatWest's financial plans already include over £1bn to further strengthen financial crime controls over the next five years, including investment in new technologies and capabilities to further enhance Customer Due Diligence, Transaction Monitoring, Sanctions and Anti-Bribery and Corruption systems.".

Legal Proceedings

Other than as referred to in (i) the section entitled "Litigation and regulatory matters" in the "Notes to the consolidated financial statements" on pages 315 to 319 of the 2020 Annual Report; (ii) the FCA Money Laundering Investigation Announcement; (iii) the section entitled "Litigation and regulatory matters" in the "Notes" at page 30 of the NWG Q1 2021 IMS; (iv) the section entitled "Litigation and regulatory matters" in the "Notes" at pages 102 to 109 of the NatWest Group Interim Results 2021; (v) the 5th Supplementary Prospectus; and (vi) this 6th Supplementary 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 6 th Supplementary Prospectus, a significant effect on the financial position or profitability of the Issuer or the Group.

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Other Information

To the extent that there is any inconsistency between any statement in this 6 th Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in this 6 th Supplementary Prospectus will prevail.

Save as disclosed in this 6 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 6 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 6 th Supplementary Prospectus or the Prospectus.

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