Notice of Successor Rate and Adjustment Spread

NatWest Markets Plc

Notice of Successor Rate and Adjustment Spread

in relation to

USD 9,000,000 Floating Rate Notes due March 2025 (ISIN: XS2136625204; Series 39)

(the "Notes")

16 March 2023

NatWest Markets Plc (the "Issuer") notes the announcements by the Financial Conduct Authority* and ICE Benchmark Administration** on 5 March 2021 regarding the future cessation and loss of representativeness of certain LIBOR benchmarks.

Following the occurrence of a Benchmark Event under the contractual terms and conditions of the Notes, and as required by the terms and conditions of the Notes, the Issuer has appointed an Independent Adviser. The Independent Adviser has determined and notified the Issuer of the "Successor Rate" and "Adjustment Spread" set out below for the purposes of the Notes in accordance with the terms and conditions. This Successor Rate and Adjustment Spread are effective from the interest period commencing on the interest payment date falling in or nearest to March 2023.

The Successor Rate is the Secured Overnight Financing Rate (SOFR), compounded in arrear, applying a 5 U.S. Government Securities Business Day backward-shifted observation period.

The Adjustment Spread is set at 0.26161 per cent. per annum in line with the public statements of the Alternative Reference Rates Committee (ARRC), and applying the International Swaps and Derivatives Association (ISDA) fixed fallback spread for 3 month USD LIBOR. This Adjustment Spread will be fixed until maturity of the Notes (being the interest payment date falling in or nearest to March 2025).

Accordingly, interest on the Notes will be calculated on the basis of the Successor Rate plus the Adjustment Spread, and the original Margin. Interest will continue to be paid quarterly.

Updates to the contractual documentation for the Notes, including consequential changes, consistent with the above determination, will be notified directly to Noteholders in accordance with the terms and conditions of the Notes.

Today the Issuer executed the supplemental trust deed to effect the implementation of the "Successor Rate" and "Adjustment Spread" and related changes in respect of the Notes. The supplemental trust deed is available at http://www.rns-pdf.londonstockexchange.com/rns/2366T_1-2023-3-16.pdf.

Accordingly, interest on the Notes will be calculated on the basis of the Successor Rate plus the Adjustment Spread, and the original Margin. Interest will continue to be paid quarterly.

For further information please contact your usual NatWest Markets contact or:

Mark Anwender

Head of Documentation and Funding

+44 7385 366 760

This announcement is not, and does not constitute or form any part of, an offer to sell or the solicitation, invitation or recommendation to purchase any securities of NatWest Markets Plc. The securities discussed in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and the securities may not be offered or sold in the United States or to, or for the account or benefit of, any "U.S. person" (within the meaning of Regulation S under the Securities Act) unless they have been registered under the Securities Act, or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities laws or local securities laws.

* https://www.fca.org.uk/news/press-releases/announcements-end-libor

** https://ir.theice.com/press/news-details/2021/ICE-Benchmark-Administration-Publishes-Feedback-Statement-for-the-Consultation-on-Its-Intention-to-Cease-the-Publication-of-LIBOR-Settings/default.aspx