RBS Royal Bank of Scotland Group PLC

$850,000,000 aggregate principal amount of Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035 (the “Subordinated Notes”).

3.032% per annum accruing from (and including) the Settlement Date to (but excluding) the Reset Date (as defined below) and from (and including) the Reset Date to (but excluding) Maturity, at a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the prospectus supplement) on the Reset Determination Date (as defined below) plus 2.35%.

The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Subordinated Notes—Interest—Determination of the U.S. Treasury Rate” in the prospectus supplement.

3.032%

The Subordinated Notes are not redeemable at the option of the holders at any time.

NatWest Group may redeem the Subordinated Notes at its sole discretion, in whole but not in part, on an Optional Redemption Date at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NatWest Group may redeem the Subordinated Notes at its sole discretion, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the prospectus supplement and the accompanying prospectus. See “Description of the Subordinated Notes–Capital Disqualification Event Redemption” and “Description of the Subordinated Notes—Tax Redemption” in the prospectus supplement and “Description of Debt Securities—Redemption” in the accompanying prospectus.

Notwithstanding any other provision, NatWest Group may only redeem the Subordinated Notes prior to the scheduled maturity date (and give notice thereof to the holders of Subordinated Notes) or repurchase the Subordinated Notes provided that (except to the extent that the Capital Regulations (as defined in the prospectus supplement) does not so require) (1) it has given such notice to the PRA as the PRA may then require before we become committed to the proposed redemption or repurchase, and (2) the PRA has granted permission for NatWest Group to make such redemption or repurchase and it has complied with any other requirements of the Capital Regulations and/or the PRA applicable to such redemptions or repurchases at the time, as described in the prospectus supplement under “Description of the Subordinated Notes—Conditions to Redemption and Repurchase.”

In addition, with respect to a redemption as described under “Description of the Subordinated Notes—Tax Redemption” and “Description of the Subordinated Notes —Capital Disqualification Event Redemption”, NatWest Group may only so redeem the Subordinated Notes before five years after the Issue Date provided that (except to the extent that the Capital Regulations does not so require), in addition to the conditions set out in (1) and (2) of the paragraph above, NatWest Group demonstrates to the satisfaction of the PRA that the circumstance that entitles it to exercise such right of

The Subordinated Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the prospectus supplement under “Description of the Subordinated Notes—Events of Default and Defaults; Limitation of Remedies.”

Notwithstanding any other agreements, arrangements, or understandings between NatWest Group and any holder or beneficial owner of the Subordinated Notes, by its acquisition of Subordinated Notes, each holder and beneficial owner of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into ordinary shares or other securities or other obligations of NatWest Group or another person and/or (iii) the amendment or alteration of the Maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK authority.

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to NatWest Group or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (notwithstanding that the UK is no longer a member state of the European Union) and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK authority” is to any authority with the ability to exercise a UK bail-in power.

BofA Securities, Inc.

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

RBC Capital Markets, LLC

Baa3 / BB+ / BBB+ (Moody’s / S&P / Fitch)

The Indenture and the Subordinated Notes are governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of right to set-off provisions relating to the Subordinated Notes, which are governed by the laws of Scotland.