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Exhibit 1.2

 

Pricing Agreement

 

NatWest Markets Securities Inc.

600 Washington Boulevard

Stamford, CT 06901

United States of America

 

As Representative of the several
Underwriters named in Schedule I hereto,

 

October 13, 2026

 

Ladies and Gentlemen:

 

NatWest Group plc, a public limited company incorporated under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 13, 2026 (the “Underwriting Agreement”) among the Company on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).

 

NatWest Markets Securities Inc. is hereby designated as the representative (the “Representative”) of the several Underwriters named in Schedule I hereto for purposes of this Agreement and the Underwriting Agreement in connection with the offering of the Notes.

 

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of themselves and on behalf of each of the Underwriters of the Notes pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

 

 
 

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to be filed with the Commission.

 

Subject to the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.

 

If the foregoing is in accordance with your understanding, please sign and return to us
one counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

 

The Underwriters agree as among themselves that they will be bound by and will comply with the Master Agreement Among Underwriters dated September 12, 2023 governing the relationship among NatWest Markets Securities Inc. and the underwriters parties thereto (the “Agreement Among Underwriters”) with respect to the Notes and further agree that (so far as the context permits) references in the Agreement Among Underwriters to “Underwriter” shall refer to the Underwriters herein.

 

 

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  Very truly yours,
   
   
  NATWEST GROUP PLC
   
   
  By: /s/ Donal Quaid
    Name: Donal Quaid
    Title: Group Treasurer

  

 

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Accepted as of the date hereof:

 

NatWest Markets Securities Inc.  
   
   
By: /s/ Hayward H. Smith  
  Name:   Hayward H. Smith  
  Title:     Director  

  

 

For itself and as Representative of the several Underwriters

 

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SCHEDULE I

 

    Principal Amount of Notes to be Purchased
     
NatWest Markets Securities Inc.   $375,000,000
Citigroup Global Markets Inc.   $125,000,000
J.P. Morgan Securities LLC   $125,000,000
Mizuho Securities USA LLC   $125,000,000
Morgan Stanley & Co. LLC   $125,000,000
TD Securities (USA) LLC   $125,000,000
  Total: $1,000,000,000

 

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SCHEDULE II

 

Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.

 

Title of Notes:

 

5.908% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032 (the “Senior Notes”)

 

Aggregate principal amount of Senior Notes:

 

$1,000,000,000 principal amount

 

Price to Public:

 

100.000% of the principal amount of the Senior Notes

 

Purchase Price by Underwriters:

 

99.750% of the principal amount of the Senior Notes

 

Underwriting Commission:

 

0.250%

 

Form of Securities:

 

Book-entry only form represented by one or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, S.A., as the case may be.  

 

Specified funds for payment of purchase price:

 

Wire transfer of immediately available funds

 

Applicable time:

 

3:09 p.m. (New York time), October 13, 2026

 

Time of Delivery:

 

9:30 a.m. (New York time), October 16, 2026

 

Indenture:

 

Indenture dated as of December 13, 2017, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as supplemented and amended by the Seventh Supplemental Indenture dated as of August 19, 2020 and a supplemental indenture to be dated on or around October 16, 2026.

 

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Maturity Date:

 

October 16, 2032

 

Interest Rate:

 

-from (and including) October 16, 2026, to (but excluding) October 16, 2031, 5.908% per annum; and

 

-from (and including) October 16, 2031 to (but excluding) maturity, a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the Reset Determination Date, plus 0.900%.

 

Interest Payment Dates:

 

Interest on the Senior Notes will be paid semi-annually in arrear on April 16 and October 16 of each year, beginning on April 16, 2027, to (and including) maturity.

 

Interest Record Dates:

 

The regular record dates for the Senior Notes will be the 15th calendar day immediately preceding each Interest Payment Date, whether or not a business day.

 

Interest Rate Reset Date:

 

Interest will be reset on October 16, 2031.

 

Redemption Provisions:

 

The Senior Notes may be redeemed as described in the Prospectus.

 

U.K. Bail-In Power:

 

The Senior Notes may be subject to the U.K. bail-in power as described in the Prospectus.  

 

Sinking Fund Provisions:

 

No sinking fund provisions.

 

Closing location for delivery of Senior Notes:

 

Offices of Davis Polk & Wardwell London LLP, The Whittington Building, 4A Frederick’s Place, London EC2R 8AB, United Kingdom

 

Names and addresses of Representatives:

 

Designated Representatives: NatWest Markets Securities Inc.

 

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Address for Notices: 600 Washington Boulevard, Stamford, CT 06901, United States of America
   
With a copy to: Milbank
  100 Liverpool Street
  London EC2M 2AT, United Kingdom
  Attention: David Dixter

 

 

CUSIP:

 

639057 AY4

 

ISIN:

 

US639057AY49

 

Stock Exchange Listing:

 

The Company intends to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

Other Terms:

 

The Senior Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.

 

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