Tender Offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

7 June 2021

National Westminster Bank Plc (the "Issuer") has today launched an invitation to the holders of the outstanding securities detailed below (the "Securities") to tender any and all such Securities for purchase by the Issuer for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers are made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 7 June 2021 (the "Tender Offer Memorandum") and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent and the Registrar as set out below. Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

(each a "Series" and together the "Securities")

THE OFFERS COMMENCE ON 7 JUNE 2021 AND WILL EXPIRE AT 1.00 P.M. (LONDON TIME) ON 15 JUNE 2021 FOR INSTITUTIONAL HOLDERS ("THE INSTITUTIONAL HOLDER EXPIRATION DEADLINE") OR AT 1.00 P.M. (LONDON TIME) ON 25 JUNE 2021 FOR RETAIL HOLDERS (THE "RETAIL HOLDER EXPIRATION DEADLINE" AND TOGETHER WITH THE INSTITUTIONAL HOLDER EXPIRATION DEADLINE, THE "EXPIRATION DEADLINES"), UNLESS AMENDED, EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE ISSUER.  TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM.

Custodians, Direct Participants, Clearing Systems and CREST will have deadlines for receiving instructions prior to the relevant Expiration Deadline and holders should contact any intermediary through which they hold their Securities as soon as possible to ensure proper and timely delivery of instructions.

An "Institutional Holder" means a Securityholder (a) who holds £100,000 or more in aggregate liquidation preference or principal amount (as applicable) of the Securities of the relevant Series (b) whose ordinary activities involve that person buying, selling, subscribing for or underwriting instruments such as the Securities for the purposes of a business carried on by that person and/or (c) who it is reasonable to expect will carry on the activities described in (b) above for the purposes of a business carried on by that person.

A "Retail Holder" means a Securityholder (a) who holds less than £100,000 in aggregate liquidation preference or principal amount (as applicable) of the Securities of the relevant Series (b) whose ordinary activities do not involve that person buying, selling, subscribing for or underwriting instruments such as the Securities for the purposes of a business carried on by that person and (c) who it is reasonable to expect will not carry on the activities described in (b) above for the purposes of a business carried on by that person.

Rationale for the Offer

The Issuer is providing the holders of the Securities with an opportunity to have their Securities repurchased while maintaining a responsible approach to the management of the Issuer's capital position. The Issuer will continue to meet all of its capital requirements irrespective of the outcome of the Offers.

Amount subject to the Offers

If, in respect of either Series, the Issuer decides to accept any Securities of such Series validly tendered for purchase pursuant to the relevant Offer, the Issuer intends to accept all validly tendered Securities of such Series for purchase in full with no pro rata scaling. The Issuer is not under any obligation to accept for purchase any Securities tendered pursuant to either Offer. The acceptance for purchase by the Issuer of Securities tendered pursuant to each Offer is at the sole and absolute discretion of the Issuer and tenders may be rejected by the Issuer for any reason.

Purchase Price, Accrued Interest and Accrued Dividends

The price payable in respect of the Securities accepted for purchase (the "Purchase Price") is set out in the table above, and is expressed as a percentage of the liquidation preference (in the case of the Preference Shares) or the principal amount (in the case of the Subordinated Notes) of the relevant Securities.

In respect of any Securities accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest (in the case of the Subordinated Notes) or accrued and unpaid dividends (in the case of the Preference Shares) on the relevant Securities from, and including, the interest payment date or dividend payment date for the Securities immediately preceding the relevant Settlement Date up to, but excluding, the relevant Settlement Date. The Settlement Date for Institutional Holders is expected to be 17 June 2021 and the Settlement Date for Retail Holders is expected to be 29 June 2021.

Securities repurchased by the Issuer pursuant to the Offers will be immediately cancelled. Securities which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the relevant Settlement Date.

Total Consideration

The total consideration payable to each Securityholder in respect of Securities validly submitted for tender and accepted for purchase by the Issuer will be an amount in cash equal to (i) the Purchase Price for the relevant Securities multiplied by the aggregate liquidation preference or principal amount (as applicable) of Securities tendered and delivered by such Securityholder and accepted by the Issuer for purchase (rounded to the nearest £0.01, with £0.005 being rounded upwards), (ii) plus the Accrued Dividend Payment or Accrued Interest Payment (as applicable) in respect of such Securities.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers at any time following the announcement of the Offers, as described in the Tender Offer Memorandum. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Securityholders as soon as possible after such decision.

Participation in the Offers

A tender of Securities for purchase may only be made by the submission of a valid Tender Instruction and (in the case of Securities held in CREST), a TTE Instruction or (in the case of Securities not held in CREST or a Clearing System) delivery of the certificate or certificates for the relevant Securities, in each case in accordance with the detailed procedures specified in the Tender Offer Memorandum. Different procedures apply for participation in the Offers in respect of (a) Securities held in a Clearing System, (b) Securities held in CREST and (c) Securities held in certificated form.

Indicative Timetable for the Offer

This is an indicative timetable showing one possible outcome for the timing of the Offers based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Unless stated otherwise, announcements in connection with the Offers will be made via RNS (http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html). Such announcements may also be made by (i) the issue of a press release to a Notifying News Service; (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants and (iii) the posting of such notices to the registered address of holders of the Securities held outside of the Clearing Systems. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent or the Registrar, the contact details for whom are on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems or sent by post and Securityholders are urged to contact the Tender Agent or the Registrar, as applicable, for the relevant announcements relating to the Offers.

Tender Instructions

Securities held in a Clearing System

To tender Securities held in a Clearing System in an Offer, a holder of Securities should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the relevant Expiration Deadline.

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

The tendering of Securities in the relevant Offers will be deemed to have occurred upon receipt by the Tender Agent via the relevant Clearing System of a valid Tender Instruction submitted in accordance with the requirements of such Clearing System. The receipt of such Tender Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Securities in the Securityholder's account at the relevant Clearing System so that no transfers may be effected in relation to such Securities.

Securityholders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Securities at any time after the date of submission of such Tender Instruction, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking such Securities in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant's identity to the Tender Agent (and for the Tender Agent to provide such details to the Issuer and the Dealer Managers, and their respective legal advisers).

Only Direct Participants may submit Tender Instructions. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Securities to submit a Tender Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System.

A Tender Instruction may only be revoked by a Securityholder, or the relevant Direct Participant on its behalf, in the limited circumstances described in the Tender Offer Memorandum by submitting a valid electronic revocation instruction to the relevant Clearing System. To be valid, such instruction must specify the Securities to which the original Tender Instruction related, the securities account to which such Securities are credited and any other information required by the relevant Clearing System.

Securities not held in a Clearing System

To tender Securities held outside the Clearing Systems for purchase pursuant to an Offer, a holder of Securities should:

(a)           where such Securities are not held in CREST complete and deliver, or arrange to have delivered on its behalf, a Non-Clearing System Tender Instruction (in the form posted to the holder of Securities together with the Tender Offer Memorandum and available from the Registrar on request) for receipt by the Registrar by the relevant Expiration Deadline and deliver to the Registrar the certificate or certificates for the Securities which are the subject of such Non-Clearing System Tender Instruction together with the Non-Clearing System Tender Instruction; and

(b)           where such Securities are held in CREST, not later than the relevant Expiration Deadline, send (or, in the case of CREST sponsored members, procure that their CREST sponsor sends) a TTE Instruction to EUI, which must be properly authenticated in accordance with EUI's specifications, containing the relevant information set out in the Tender Offer Memorandum.

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities whether such intermediary needs to receive instructions from a Securityholder before the deadlines specified in the Tender Offer Memorandum in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers. The deadlines set by any intermediary and (where applicable) CREST for the submission and withdrawal of Tender Instructions and (where applicable) TTE Instructions will also be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Securityholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

NatWest Markets Plc and Banco Santander, S.A. are acting as Dealer Managers for the Offers, Lucid Issuer Services Limited is acting as the Tender Agent and Computershare Investor Services PLC is acting as the Registrar.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.

Questions and requests for assistance in connection with the delivery of Tender Instructions, or requests for copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Registrar or the Tender Agent.

This announcement is released by National Westminster Bank Plc and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK retained law, this announcement is made by Paul Pybus, Head of Debt Investor Relations, on behalf of National Westminster Bank Plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial, tax and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Issuer, the Dealer Managers, the Registrar or the Tender Agent is providing Securityholders with any legal, business, tax or other advice in this announcement or the Tender Offer Memorandum. Securityholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to participate in the Offers.

None of the Dealer Managers, the Issuer or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) makes any recommendation whatsoever or regarding this announcement, the Tender Offer Memorandum or the Offers or whether any Securityholder should submit Tender Instructions or refrain from doing so, and no one has been authorised by any of them to make any such recommendation. Neither Dealer Manager nor the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) makes any representation or assumes any responsibility for: (a) the accuracy or completeness of the information concerning the Offers or the Issuer contained in this announcement or in the Tender Offer Memorandum or for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of the information in this announcement or the Tender Offer Memorandum; or (b) any acts or omissions of the Issuer or any other person in connection with this announcement, the Tender Offer Memorandum, the Offer or the Securities. None of the Dealer Managers, the Issuer, the Registrar or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) has expressed any opinion as to whether the terms of the Offers are fair.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Managers, the Registrar and the Tender Agent to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Securities cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Securities participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order (which includes an existing creditor of the Issuer and, therefore, includes the Securityholders) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as defined in Article L.411-2 1° of the French Code monétaire et financier. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as an exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

Securityholders, or beneficial owners of the Securities, can tender some or all of their Securities pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Offers will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Securityholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as described in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the Offers from a Securityholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an Offer, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.