NatWest Markets Securities
Inc.
| By: |
/s/ Hayward H. Smith |
|
| |
Name: Hayward H. Smith |
|
| |
Title: Director |
|
For itself and as Representative of
the several Underwriters
SCHEDULE I
| |
|
Principal
Amount of Notes to be Purchased |
| |
|
|
| NatWest Markets Securities Inc. |
|
$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 |
|
$156,250,000 |
| UBS Securities LLC |
|
$156,250,000 |
| CIBC World Markets Corp. |
|
$18,750,000 |
| SEB Securities, Inc. |
|
$18,750,000 |
| |
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.
