Natwest Group PLC

Prospectus • Nov 1, 2021

SUPPLEMENTARY PROSPECTUS DATED 29 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 "7 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 7 th Supplementary Prospectus. This 7 th Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein.

This 7 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 7 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 7 th Supplementary Prospectus. With effect from the date of this 7 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 7 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 7 th Supplementary Prospectus is to:

• (a) incorporate by reference into the prospectus the NatWest Group Q3 2021 IMS;
• (b) following the publication of the NatWest Group Q3 2021 IMS, update the statements of no significant change and no material adverse change for NatWest Group; and
• (c) update certain information relating to legal proceedings, litigation and regulatory matters.

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Incorporation of Information by Reference

By virtue of this 7th Supplementary Prospectus the unaudited Q3 2021 Interim Management Statement (except for the row titled "Pro forma CET 1 ratio, pre dividend accrual" in, and footnote 6 to the table under the heading "Capital and leverage" on page 3) (the "NatWest Group Q3 2021 IMS"), which was published via the regulatory news service of the London Stock Exchange plc on 29 October 2021 and which has been (1) previously published and (2) filed with the Financial Conduct Authority, shall be incorporated in, and form part of, the Prospectus.

A copy of any or all of the information which is incorporated by reference in the Prospectus can be obtained from the website of the Issuer at https://www.rbs.com and from the London Stock Exchange plc's website at https://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.

If a document which is incorporated by reference in the Prospectus by virtue of this 7 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 7 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 7 th 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 trading or financial position of the Group taken as a whole since 30 September 2021 (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) "Risks relating to the COVID-19 pandemic" on pages 345 to 347 of the 2020 Annual Report and Accounts of the Group, (b) "Outlook" on page 28 of the 2020 Annual Report and Accounts of the Group, (c) "Risk and capital management – Credit risk" on pages 165 to 212 of the 2020 Annual Report and Accounts of the Group, (d) "Risk and capital management – Credit risk" on pages 15 to 18 of the NWG Q1 2021 IMS, (e) "Outlook" on page 2 of the NatWest Group Interim Results 2021, (f) "Risk and capital management – Credit risk" on pages 20 to 65 of the NatWest Group Interim Results 2021 and (g) "Risk and capital management – Credit risk" on pages 17-23 of the NatWest Group Q3 2021 IMS, there has been no material adverse change in the prospects of NatWest Group since 31 December 2020 (the last date to which the latest audited published financial information of the Group was prepared).

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 deleted and replaced with the following:

"Legal Proceedings

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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 315 to 319 of the 2020 Annual Report and Accounts of the Group;
• (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; and
• (v) the section entitled "Litigation and regulatory matters" in the "Notes" at pages 35 to 36 of the NatWest Group Q3 2021 IMS,

each as referred to in, and incorporated by reference into, this Prospectus and also the section entitled "National Westminster Bank Plc pleads guilty to breaches of Regulations 8(1), 8(3) and 14(1) of the Money Laundering Regulations 2007" set out in the 6th Supplementary Prospectus.".

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; (vi) the 6th Supplementary Prospectus; and (vii) the section entitled "Litigation and regulatory matters" in the "Notes" at pages 35 to 36 of the NatWest Group Q3 2021 IMS, 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 7 th Supplementary Prospectus, a significant effect on the financial position or profitability of the Issuer or the Group.

Other Information

To the extent that there is any inconsistency between any statement in this 7 th Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in this 7 th Supplementary Prospectus will prevail.

Save as disclosed in this 7 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 7 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 7 th Supplementary Prospectus or the Prospectus.

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