National Westminster Bank

SUPPLEMENTARY PROSPECTUS DATED 1 MARCH 2019

NATIONAL WESTMINSTER BANK PLC (incorporated under the laws of England and Wales with limited liability under the Companies Act 1948 to 1980, with registered number 00929027)

€25 billion Global Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by

NatWest Covered Bonds Limited Liability Partnership (a limited liability partnership incorporated in England and Wales)

This Supplement (this Supplement) to the Prospectus dated 5 June 2018 published in relation to the Programme (as defined below) (the Prospectus), which together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the Prospectus Directive), constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the €25 billion global covered bond programme (the Programme) established by National Westminster Bank Plc (the Issuer or NatWest) and unconditionally and irrevocably guaranteed as to payments of interest and principal by NatWest Covered Bonds Limited Liability Partnership (the LLP). Terms defined in the Prospectus have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein and has been approved by the Financial Conduct Authority and filed with it.

The Issuer and the LLP each accept responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the LLP (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of this Supplement

The purpose of this Supplement is to:

(a) incorporate by reference:

(i) the annual report and accounts of the Issuer (including the audited consolidated annual financial statements of the Issuer, together with the audit report thereon) for the financial year ended 31 December 2018 (excluding the section headed "Top and emerging risks" on page 3) which was published via the RNS on 15 February 2019 (the 2018 Issuer Annual Report and Accounts);

(ii) the audited non-consolidated annual accounts of the LLP for the financial year ended 31 December 2017; and

(iii) certain RNS announcements relating to the Programme;

(b) update the Benchmark Regulation disclosure;

1 (c) insert two new risk factors titled "The market continues to develop in relation to SONIA as a reference rate for Floating Rate Covered Bonds" and "Harmonisation of the EU covered bond framework", respectively;

(d) amend the Form of Final Terms;

(e) amend Condition 4 (Interest);

(f) update the no significant or material change statement of the Issuer or the NatWest Group;

(g) update the list of directors of NatWest; and

(h) update the registered address of National Westminster Bank Plc.

(a) Documents Incorporated by Reference

By virtue of this Supplement, each of:

(i) the 2018 Issuer Annual Report and Accounts, which have been (A) previously published and (B) filed with the Financial Conduct Authority;

(ii) the annual report and accounts of the LLP together with the audit reports thereon for the period from 31 December 2016 to 31 December 2017;

(iii) an announcement dated 18 December 2018 concerning the appointment of Katie Murray as Chief Financial Officer and Executive Director of NatWest, published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1217996;

(iv) an announcement dated 14 December 2018 concerning the upgrade of the long term rating of NatWest by two notches and the short term rating of NatWest by one notch, published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1217367;

(v) an announcement dated 1 November 2018 concerning changes to the UK intra- Group capital and liquidity arrangements of the RBS Group (as defined therein), published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1204094;

(vi) an announcement dated 22 August 2018 concerning a dividend on series A non- cumulative preference shares of NatWest, published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1155762;

(vii) an announcement dated 17 August 2018 concerning the resignation of Ewen Stevenson as Chief Financial Officer of NatWest, published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1150275;

(viii) an announcement dated 13 August 2018 concerning the ring-fencing plans of the RBS Group (as defined therein), published via RNS and available at:

2 https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1143010;

(ix) an announcement dated 3 August 2018 concerning the financial results for the half year ended 30 June 2018 of NatWest, published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1132392;

(x) an announcement dated 31 July 2018 concerning the concerning ring-fencing plans of the RBS Group (as defined therein), published via RNS and available at: https://otp.tools.investis.com/clients/uk/rbs1/rns1/regulatory- story.aspx?cid=365&newsid=1131223, shall be deemed to be incorporated in, and form part of, the Prospectus and supplement the section entitled “Documents Incorporated by Reference” on page 8 of the Prospectus.

A copy of any or all of the information which is incorporated by reference herein will be available for viewing (i) at the office of the Issuer at 250 Bishopsgate, London EC2M 4AA and (ii) on the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/news/market-news/market-news-home.html.

If the documents which are incorporated by reference in the Prospectus by virtue of this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Prospectus for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference in, or attached to, the Prospectus by virtue of this Supplement.

Any information contained in any of the documents specified above which is not incorporated by reference in this Supplement is either not relevant for prospective investors for the purposes of Article 5(1) of the Prospectus Directive or is covered elsewhere in this Supplement. Where the above documents themselves incorporate further information by reference, such further information does not form part of this Supplement.

(b) Benchmark Regulation disclosure

The Benchmark Regulation disclosure in the final paragraph of the front cover of the Prospectus shall be replaced as set out below:

"Amounts payable on Floating Rate Covered Bonds will be calculated by reference to one of LIBOR, SONIA, EURIBOR, STIBOR, HIBOR, SIBOR and TIBOR as specified in the relevant Final Terms. As at the date of this Prospectus, the administrators of SONIA, EURIBOR, STIBOR, HIBOR, SIBOR and TIBOR are not included in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the Benchmark Regulation). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the administrators of SONIA, EURIBOR, STIBOR, HIBOR, SIBOR and TIBOR are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence)."

The Risk Factors section on page 34 of the Prospectus is supplemented to add the following risk factors before the paragraph titled “RISK FACTORS RELATED TO THE STRUCTURE OF A PARTICULAR ISSUE OF COVERED BONDS” as set out below:

3 "The market continues to develop in relation to SONIA as a reference rate for Floating Rate Covered Bonds

Investors should be aware that the market continues to develop in relation to the Sterling Overnight Index Average (SONIA) as a reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term SONIA reference rates (which seek to measure the market’s forward expectation of an average SONIA rate over a designated term). The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out in the Conditions and used in relation to Floating Rate Covered Bonds that reference a SONIA rate issued under this Prospectus. Interest on Covered Bonds which reference a SONIA rate is only capable of being determined at the end of the relevant Observation Period and immediately prior to the relevant Interest Payment Date. It may be difficult for investors in Covered Bonds which reference a SONIA rate to reliably estimate the amount of interest which will be payable on such Covered Bonds. Further, if the Floating Rate Covered Bonds become due and payable under Condition 9, the Rate of Interest payable shall be determined on the date the Covered Bonds became due and payable and shall not be reset thereafter. Investors should consider these matters when making their investment decision with respect to any such Floating Rate Covered Bonds."

"Harmonisation of the EU covered bond framework

It should be noted that in March 2018, the European Commission published legislative proposals for a more harmonised EU covered bond framework. The proposals are made up of a draft directive (replacing current article 52(4) of the UCITS Directive) and intended to establish a revised base-line definition of covered bonds for EU regulatory purposes; and a draft regulation (amending article 129 of the EU Capital Requirements Regulation and certain related provisions) intended to strengthen the requirements for covered bonds to receive preferential capital treatment. Helpfully, the draft directive provides for permanent grandfathering with respect to certain requirements for article 52(4) UCITS Directive-compliant covered bonds issued before the relevant application date, although a similar provision included in the draft amending regulation does not seem to provide for the full necessary adjustment. The proposals are now subject to the usual EU legislative process. As a result, the final position, including the date of entry into force and the date of application of the new regime (aspects of which will require transposition by member states through national laws) are not yet known. Therefore, there can be no assurances or predictions made as to the precise effect of the new regime on the Covered Bonds."

(d) Form of Final Terms

In the form of Final Terms, item 9 (Interest Basis) on page 84 of the Prospectus shall be deleted and replaced with the following:

9. Interest Basis: [[]% Fixed Rate] [[SONIA]/[[LIBOR/EURIBOR/STIBOR/HIBOR /SIBOR/ TIBOR/USD LIBOR/AUD LIBOR] +/- []% [Floating Rate] [Zero Coupon]

4 In the Form of Final Terms, item 15(f)(i) (Screen Rate Determination) on page 85 of the Prospectus shall be deleted and replaced with the following:

(i) Screen Rate Determination: [Applicable/Not Applicable] Reference Rate and Relevant Financial Reference Rate: [] month Centre: [SONIA]/[[] month] [LIBOR/EURIBOR/STIBOR/HIBOR/SIBOR/ TIBOR/USD LIBOR/AUD LIBOR] Relevant Financial Centre: [London/Brussels/ Stockholm/Hong Kong/Singapore/Tokyo/New York/Sydney]

In the form of Final Terms, a new item "Observation Period" is added under item 15(l) (Floating Rate Covered Bond Provisions) on page 86 of the Prospectus as follows:

(l) Observation Period: [specify number]

(e) Amendment to Condition 4 (Interest)

The following subsection shall be inserted at the end of Condition 4(b)(ii)(B) (Screen Rate Determination for Floating Rate Covered Bonds):

"SONIA

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate in respect of the relevant Series of Floating Rate Covered Bonds is specified in the applicable Final Terms as being SONIA, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA plus or minus (as indicated in the applicable Final Terms) the Margin.

Compounded Daily SONIA means the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Principal Paying Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) as at the Interest Determination Date, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

푑표 푆푂푁퐼퐴푖 ‒ 푝퐿퐵퐷 × 푛푖 365 1 + ‒ 1 × ∏( 365 ) 푑 [푖 = 1 ]

where:

d is the number of calendar days in the relevant Interest Period;

do is the number of London Business Days in the relevant Interest Period;

5 i is a series of whole numbers from one to do, each representing the relevant London Business Day in chronological order from, and including, the first London Business Day in the relevant Interest Period;

LBD means a London Business Day; ni, for any day "i", means the number of calendar days from and including such day "i" up to but excluding the following London Business Day;

Observation Period means the period from and including the date falling "p" London Business Days prior to the first day of the relevant Interest Period and ending on, but excluding, the date falling “p” London Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" London Business Days prior to such earlier date, if any, on which the Covered Bonds become due and payable); p means for any Interest Period, the number of London Business Days included in the Observation Period, as specified in the applicable Final Terms; the SONIA reference rate, in respect of any London Business Day, is a reference rate equal to the daily Sterling Overnight Index Average (SONIA) rate for such London Business Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Business Day immediately following such London Business Day); and

SONIAi-pLBD means, in respect of any London Business Day falling in the relevant Interest Period, the SONIA reference rate for the London Business Day falling "p" London Business Days prior to the relevant London Business Day "i".

If, in respect of any London Business Day in the relevant Observation Period, the Principal Paying Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA reference rate shall be:

(a) (i) the Bank of England’s Bank Rate (the Bank Rate) prevailing at close of business on the relevant London Business Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate; or

(b) if the Bank Rate is not published by the Bank of England at close of business on the relevant London Business Day, the SONIA reference rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Business Day on which the SONIA reference rate was published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors).

6 Notwithstanding the paragraph above, in the event the Bank of England publishes guidance as to (i) how the SONIA reference rate is to be determined or (ii) any rate that is to replace the SONIA reference rate, the Principal Paying Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) shall, subject to receiving written instructions from the Issuer and to the extent that it is reasonably

practicable, follow such guidance in order to determine SONIAi for the purpose of the relevant Series of Covered Bonds for so long as the SONIA reference rate is not available or has not been published by the authorised distributors.

If the relevant Series of Covered Bonds become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Final Terms, be deemed to be the date on which such Covered Bonds became due and payable and the Rate of Interest on such Covered Bonds shall, for so long as any such Covered Bond remains outstanding, be that determined on such date."

(f) Significant or Material Change

There has been no significant change in the financial or trading position of the Issuer or the NatWest Group since 31 December 2018 being the date of the 2018 Issuer Annual Report and Accounts or of the LLP since 31 December 2017 being the date of the last audited non-consolidated annual accounts of the LLP. There has been no material adverse change in the financial position or the prospects of the Issuer or the NatWest Group since 31 December 2018 being the date of the 2018 Issuer Annual Report and Accounts or of the LLP since 31 December 2017 being the date of the last audited non- consolidated annual accounts of the LLP.

(g) Directors of NatWest

The list of directors of NatWest forming part of the section entitled "National Westminster Bank Plc" beginning on page 138 of the Prospectus shall be deleted in its entirety and replaced with the below list:

7 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Chairman

Howard Davies Chairman Currently serves as independent director of Prudential plc, chair of the Risk Committee and member of the Audit and Nominations & Governance Committees, member of the Regulatory and Compliance Advisory Board of Millennium Management LLC, Chair of the International Advisory Council of the China Securities Regulatory Commission and Member of the International Advisory Council of the China Banking Regulatory Commission.

Was Deputy Governor of the Bank of England from 1995 to 1997 and Chairman of the UK Financial Services Authority from 1997 to 2003. Howard was Director of the London School of Economics and Political Science from 2003 until May 2011. He is also Professor of Practice at the Paris Institute of Political Science (Sciences Po). Howard was chair of the UK Airports Commission between 2012 and 2015 and is also the author of several books on financial subjects.

Executive Directors

Ross McEwan Chief Executive Formerly group executive for Retail Banking Services and an executive general manager at Commonwealth Bank of Australia. He was previously managing director of First NZ Capital Securities and prior to that was chief executive of National Mutual Life Association of Australasia Ltd/AXA New Zealand Ltd.

Katie Murray Chief Financial Katie joined RBS as Director of Finance in Officer November 2015 and was appointed as Deputy Chief Financial Officer in March 2017. Katie has worked in Finance and Accounting for nearly 30 years with experience in capital management, investor relations, financial planning and all areas of financial services.

Previously the Group Finance Director for Old Mutual Emerging Markets, based in Johannesburg from 2011 to 2015, having held various roles in Old Mutual from 2002. Prior to this Katie worked at KPMG for 13 years.

8 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Alison Rose Deputy Chief Currently CEO of the NatWest Corporate, Executive Officer Commercial & Private Banking business and a director of Coutts & Company. She is also a member of the RBS Executive Committee. Prior to her current role she was Head of Europe, Middle East and Africa, Markets & International Banking.

Alison is also non-executive Director of Great Portland Estates and member of the Audit, Nominations and Remuneration Committees.

Non-Executive Directors

Francesca Barnes - Currently serves as a non-executive director of Coutts & Company, as well as a non-executive director of Harbourvest Global Private Equity and Capvis Private Equity. Currently Chair of Trustees for Penny Brohn UK and a trustee of the University of Southampton.

Francesca held a number of senior roles within UBS Investment Bank including Global Head of Private Equity; Head of Strategy and Development; Global Loan Portfolio Manager and Chair of the UBSIB Development Board. Francesca started her career at Chase Manhattan Bank.

Graham Beale - Previously Chief Executive Officer of Nationwide Building Society, from April 2007 to April 2016. Prior to that, he was the Nationwide Group Finance Director from 2003 to 2007.

Previously a member of the boards of VISA Europe Limited from 2007 to 2011 and the British Bankers’ Association from 2014 to 2016. He was also Chair (2013 – 2015) and member of the Financial Conduct Authority Practitioners Panel from 2011 to 2016 and Chair (2009 - 2010) and a member of the board of the Building Societies Association from 2007 to 2016.

9 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Ian Cormack - Currently a non-executive director of Just Group plc, Hastings Group Holdings plc and is chairman of Maven Income & Growth VCT 4 plc. Ian has previously been the senior independent director of Phoenix Group Holdings plc, Partnership Assurance Group Limited (formerly Partnership Assurance Group plc) and Bloomsbury Publishing plc. Prior to these appointments, he was also a director of Aspen Insurance Holdings Limited (Bermuda), the Qatar Financial Centre Authority and non-executive director of Xchanging Limited (formerly Xchanging plc)

Ian previously spent thirty years with Citibank/Citigroup where he occupied a number of senior positions. He was on the British Bankers’ Association Council, the London Stock Exchange Settlement Board, the Chancellor’s City Advisory Panel and was Chairman of the CHAPS payments system. He was chief executive of AIG's insurance, financial services and asset management business in Europe between 2000 and 2002 and was on the board of Luxembourg based bond clearing house CEDEL.

Alison Davis - Currently non-executive director and member of the audit committee of Fiserv Inc. and non-executive director and chair of the audit committee of Ooma Inc.

Former director of City National Bank, First Data Corporation, Xoom, Presidio Bank and Diamond Foods. Previously non-executive director and chair of the board of LECG Corporation. Former Chief Financial Officer of Barclays Global Investors (now Blackrock) and managing partner of Belvedere Capital. Alison previously served as non-executive director and member of the audit and compensation committees of Unisys Corporation.

10 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Patrick Flynn - Former Chief Financial Officer and member of the Executive Board of ING Group from April 2009 to May 2017. Previously Chief Financial Officer of HSBC Insurance from 2007 to 2009 and prior to that, from 2002 to 2007, was Chief Financial Officer of HSBC South America based in Brazil.

Patrick is a Chartered Accountant; a Fellow of the Institute of Chartered Accountants Ireland; and a member of the Association of Corporate Treasurers in the UK.

Morten Friis - Currently a director of the Harvard Business School Club of Toronto and the Canadian Institute for Advanced Research and a non-executive director of Jackson National Life Insurance Company.

Held various roles at Royal Bank of Canada and its subsidiaries including Associate Director at Orion Royal Bank, Vice President, Business Banking and Vice President, Financial Institutions. In 1997, he was appointed as Senior Vice President, Group Risk Management and served as the Chief Credit Officer then Chief Risk Officer from 2004 to 2014. Formerly a director of RBC Bank (USA), RBC Dexia Investor Services Trust Company, RBC Life Insurance Company and Westbury Life Insurance Company.

Robert Gillespie - Currently an independent board director at Ashurst LLP, Chairman of the Council at the University of Durham, Chairman of the Boat Race Company Limited and Director of Social Finance Limited. Robert is a Professor of Practice at Durham University Business School.

Previously Chairman of Somerset House Trust. Formerly Director General of the UK Panel on Takeovers and Mergers from 2010 to 2013, as a secondment from Evercore Partners. Former vice chairman of UBS Investment Bank, after holding a number of senior management roles in UBS.

11 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Yasmin Jetha - Currently non-executive director of Guardian Media Group plc and of Nation Media Group (East Africa), and independent panel member of the Cabinet Office Major Projects Review Group.

Previously a non-executive director designate of Williams & Glyn. During her executive career, Yasmin held Chief Information Officer roles at Bupa and the Financial Times, where she became the Chief Operating Officer. She previously had a career spanning nearly twenty (20) years at Abbey National PLC, latterly serving as an Executive Director on the board.

Baroness Noakes - Former non-executive director of Severn Trent plc, Carpetright plc, the Court of the Bank of England, Hanson, ICI, John Laing and SThree. Former partner at KPMG where she previously headed KPMG's European and International Government practices. In 2000, she was appointed to the House of Lords and served on the Conservative front bench in various roles, including as Shadow Treasury Minister between 2003 and 2010. Past President of the Institute of Chartered Accountants for England and Wales. Previously Deputy Chairman of Ofcom.

Mike Rogers - Currently non-executive Chairman of Aegon UK, and its subsidiaries Scottish Equitable plc and Cofunds Limited. Non-executive director of Experian plc and Chairman-designate of its remuneration committee.

Joined Barclays in 1986 and undertook a variety of roles in the UK and overseas across business banking, wealth management and retail banking. Previously Managing Director of Small Business, Premier Banking and UK Retail Banking and was Chief Executive of Liverpool Victoria Group.

12 Name Functions within the Principal outside activity (if any) of NatWest Group significance to the NatWest Group

Mark Seligman - Currently Senior Independent Director and member of the audit committee, nomination committee and remuneration committee of Kingfisher plc. Mark is also non-executive director, Chairman of the audit committee and member of the nomination and remuneration committees of Smiths Group Plc.

Previously held various senior roles at Credit Suisse/BZW (including Deputy Chairman, CSFB Europe and Chairman, UK Investment Banking, CSFB) and SG Warburg (ultimately as Managing Director, Head of Advisory). Also previously served as a non-executive director of BG Group plc and as Deputy Chairman of G4S plc.

Dr Lena Wilson - Currently non-executive director of Intertek Group plc, and member of its audit committee. Currently non-executive director of Scottish Power Renewables Limited. Currently visiting professor at the University of Strathclyde.

Spent a significant proportion of her executive career with Scottish Enterprise, latterly as Chief Executive. Held the role of Senior Investment Advisor to The World Bank in Washington DC. Previously served as a member of Scotland's Financial Services Advisory Board and as Chair of Scotland's Energy Jobs Taskforce.

Chief Governance Officer and Board Counsel

Aileen Taylor Company Secretary Currently a fellow of the Chartered Institute of Bankers in Scotland, a member of the European Corporate Governance Council and a member of the FCA's Listing Authority Advisory Panel.

(h) Change of Registered Address

On 14 December 2018, NatWest changed its registered office address from 135 Bishopsgate, London, EC2M 3UR to 250 Bishopsgate, London, EC2M 4AA. All references to the previous address in the Prospectus shall be replaced with references to the new address.

13 Other Information

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

Save as disclosed in this Supplement or in any document incorporated by reference in the Prospectus by virtue of this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

This Supplement will be published on the website of the London Stock Exchange. The Issuer and the LLP will provide, without charge, to each person to whom a copy of this Supplement has been delivered, upon the request of such person, a copy of any or all of the documents which are incorporated in whole or in part by reference herein or in the Prospectus. In addition, copies of this Prospectus, any documents incorporated by reference and each Final Terms relating to the Covered Bonds which are admitted to trading on the regulated market of the London Stock Exchange will also be available for inspection on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/news/market- news/market-news-home.html.

Investors should be aware of their rights under Section 87Q(4) of the FSMA.