Exhibit 1.2
Pricing Agreement
NatWest Markets Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States of America
As Representatives of the several
Underwriters named in Schedule I hereto,
June 15, 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 June 15, 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”).
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, |
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NATWEST
GROUP PLC |
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By: |
/s/ Donal Quaid |
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Name: Donal Quaid |
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Title: Group Treasurer |
[The rest of
this page is intentionally left blank.]
Accepted as of the
date hereof:
NatWest Markets Securities
Inc.
| By: |
/s/ Hayward H. Smith |
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Name: Hayward H. Smith |
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Title: Director |
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For itself and as Representative of
the several Underwriters
SCHEDULE I
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|
Principal
Amount of Notes to be Purchased |
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|
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| NatWest Markets Securities Inc. |
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$431,250,000 |
| Deutsche Bank Securities Inc. |
|
$156,250,000 |
| Goldman Sachs &
Co. LLC |
|
$156,250,000 |
| Jefferies LLC |
|
$156,250,000 |
| J.P. Morgan Securities
LLC |
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$156,250,000 |
| UBS Securities LLC |
|
$156,250,000 |
| CIBC World Markets Corp. |
|
$18,750,000 |
| SEB Securities, Inc. |
|
$18,750,000 |
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Total: |
$1,250,000,000 |
SCHEDULE II
Capitalized
terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title
of Notes:
4.983% Senior
Callable Fixed-to-Fixed Reset Rate Notes due 2032 (the “Notes”)
Aggregate
principal amount of Notes:
$1,250,000,000
principal amount
Price
to Public:
100.000% of the
principal amount of the Notes
Purchase
Price by Underwriters:
99.750% of the principal
amount of the 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:
4:25 p.m. (New York
time), June 15, 2026
Time
of Delivery:
9:30 a.m. (New York
time), June 18, 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 June 18, 2026.
Maturity
Date:
June
18, 2032
Interest
Rate:
| - | from
(and including) June 18, 2026, to (but excluding) June 18, 2031, 4.983% per annum; and |
| - | from
(and including) June 18, 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 0.800%. |
Interest
Payment Dates:
Interest
on the Notes will be paid semi-annually in arrear on June 18 and December 18 of each year, beginning on December 18, 2026, to (and including)
maturity.
Interest
Record Dates:
The
regular record dates for the 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 June 18, 2031.
Redemption
Provisions:
The Notes may be
redeemed as described in the Prospectus.
U.K.
Bail-In Power:
The 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 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.
Address
for Notices: 600 Washington Boulevard, Stamford, CT 06901,
United States of America
CUSIP:
639057AX6
ISIN:
Stock
Exchange Listing:
The Company
intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules.
Other
Terms:
The Notes
will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture.
