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National Westminster Bank

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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)." (c) Risk Factors 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
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