20-F - NWG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)


☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-10306

NATWEST GROUP plc

(Exact name of Registrant as specified in its charter)

United Kingdom

(Jurisdiction of incorporation)

250 Bishopsgate , London , EC2M 4AA , United Kingdom

(Address of principal executive offices)

Gary Moore , Chief Governance Officer and Company Secretary,

Tel: +44 (0) **** 370 702 0135 , Fax: +44 (0) 131 626 3081

PO Box 1000 , Gogarburn , Edinburgh **** EH12 1HQ

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
American Depositary Shares, each representing 2 ordinary shares, nominal value £1.0769 per share	NWG	New York Stock Exchange
Ordinary shares, nominal value £1.0769 per share*		New York Stock Exchange
4.800% Senior Notes due 2026	NWG26	New York Stock Exchange
3.032% Fixed-to-fixed Reset Rate Subordinated Tier 2 Notes due 2035	NWG35	New York Stock Exchange
6.475% Fixed-to-fixed Reset Rate Subordinated Tier 2 Notes due 2034	NWG34A	New York Stock Exchange
1.642% Senior Callable Fixed-to-fixed Reset Rate Notes due 2027	NWG27	New York Stock Exchange
5.847% Senior Callable Fixed-to-fixed Reset Rate Notes due 2027	NWG27A	New York Stock Exchange
5.516% Senior Callable Fixed-to-fixed Reset Rate Notes due 2028	NWG28A	New York Stock Exchange
5.583% Senior Callable Fixed-to-fixed Reset Rate Notes due 2028	NWG28C	New York Stock Exchange
5.808% Senior Callable Fixed-to-fixed Reset Rate Notes due 2029	NWG29B	New York Stock Exchange
4.964% Senior Callable Fixed-to-fixed Reset Rate Notes due 2030	NWG30B	New York Stock Exchange
6.016% Senior Callable Fixed-to-fixed Reset Rate Notes due 2034	NWG34	New York Stock Exchange
5.778% Senior Callable Fixed-to-fixed Reset Rate Notes due 2035	NWG35A	New York Stock Exchange
5.115% Senior Callable Fixed-to-fixed Reset Rate Notes due 2031	NWG31	New York Stock Exchange
Senior Callable Floating Rate Notes due 2028	NWG28B	New York Stock Exchange
Senior Callable Floating Rate Notes due 2028	NWG28D	New York Stock Exchange
Senior Callable Floating Rate Notes due 2029	NWG29C	New York Stock Exchange
3.073% Callable Fixed-to-fixed Reset Rate Senior Notes due 2028	NWG28	New York Stock Exchange
4.892% Fixed Rate / Floating Rate Senior Notes due 2029	NWG29	New York Stock Exchange
5.076% Fixed Rate / Floating Rate Senior Notes due 2030	NWG30	New York Stock Exchange
4.445% Fixed Rate / Floating Rate Senior Notes due 2030	NWG30A	New York Stock Exchange

* Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2027	London Stock Exchange
Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2028	London Stock Exchange
Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2031	London Stock Exchange
Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2032	London Stock Exchange
Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2033	London Stock Exchange
Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2034	London Stock Exchange

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025, the close of the period covered by the annual report:

(Title of each class)		(Number of outstanding shares)
Ordinary shares of £1.0769* each		8,227,041,758
11% cumulative preference shares		240,686
5½% cumulative preference shares		242,454

* Nominal value of Ordinary shares without rounding is £1.076923076923077

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company*.* See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒	Accelerated filer ☐	Non-Accelerated filer ☐	Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issues by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒ Yes ☐ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

SEC Form 20-F cross reference guide

Item	Item Caption		Pages
PART I			Annual Report on Form 20-F		Exhibit 15.2: Annual Report and Form 20-F Information
1	Identity of Directors, Senior Management and Advisers		Not applicable		Not applicable
2	Offer Statistics and Expected Timetable		Not applicable		Not applicable
3	Key Information<br><br>A. [Reserved]<br><br>B. Capitalization and indebtedness<br><br>C. Reasons for the offer and use of proceeds<br><br>D. Risk factors		<br><br><br><br>Not applicable<br><br>Not applicable<br><br>6-7, 269-289		<br><br><br><br>Not applicable<br><br>Not applicable<br><br>72-77
4	Information on the Company<br><br>A. History and development of the Company<br><br>B. Business overview<br><br>C. Organizational structure<br><br>D. Property, plant and equipment		<br><br>10-12, 175-180, 297-308<br><br>1-27, 179-180, 258-267, 290-296<br><br>5, Exhibit 8.1<br><br>170, 226, 290		<br><br>6-7, 8-10, 15-20, 155-158<br><br>1-35, 50-58, 69 155-158<br><br>12-13<br><br>55-56
4A	Unresolved Staff Comments		Not applicable		Not applicable
5	Operating and Financial Review and Prospects<br><br>A. Operating results<br><br>B. Liquidity and capital resources<br><br><br>C. Research and development, patents, licences etc.<br><br>D. Trend information<br><br>E. Critical Accounting Estimates		<br><br>1-26, 120-133<br><br>10-12, 25-27, 92-134, 154, 158,<br>211-223, 227-228<br><br>Not applicable<br><br>6-27<br><br>Not applicable		<br><br>1-35, 49-77<br><br>4, 10, 72-77<br><br><br><br>Not applicable<br><br>1-35, 50-58, 69<br><br>Not applicable
6	Directors, Senior Management and Employees<br><br>A. Directors and senior management<br><br>B. Compensation<br><br>C. Board practices<br><br>D. Employees<br><br>E. Share ownership<br><br>F. Disclosure of a registrant’s action to recover erroneously awarded compensation		<br><br>Not applicable<br><br>171-188, 246<br><br>Not applicable<br><br>171<br><br>173-175, 246, 290, 299-300<br><br>Not applicable		<br><br>79-81, 83, 155-159<br><br>123-152<br><br>79-81, 83, 85-104, 105-122, 155-158<br><br>130<br><br>123-152<br><br>Not applicable
7	Major Shareholders and Related Party Transactions<br><br>A. Major shareholders<br><br>B. Related party transactions<br><br>C. Interests of experts and counsel		<br><br>290-291, 294-296<br><br>247-248, 294-296<br><br>Not applicable		<br><br>155-158<br><br>Not applicable<br><br>Not applicable
8	Financial Information<br><br>A. Consolidated statements and other financial information<br><br>B. Significant changes		<br><br>146-249<br><br>5-27, 146-249		<br><br>Not applicable<br><br>Not applicable
9	The Offer and Listing<br><br>A. Offer and listing details<br><br>B. Plan of distribution<br><br>C. Markets<br><br>D. Selling shareholders<br><br>E. Dilution<br><br>F. Expenses of the issue		<br><br>229-230, 299-300<br><br>Not applicable<br><br>299-300<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable		<br><br>153<br><br>Not applicable<br><br>153<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable
10	Additional information<br><br>A. Share capital<br><br>B. Memorandum and articles of association<br><br>C. Material contracts<br><br>D. Exchange controls<br><br>E. Taxation<br><br>F. Dividends and paying agents<br><br>G. Statement of experts<br><br>H. Documents on display<br><br>I. Subsidiary information<br><br>J. Annual Report to Security Holders		<br><br>Not applicable<br><br>302-306<br><br>294-296<br><br>302<br><br>300-302<br><br>Not applicable<br><br>Not applicable<br><br>306<br><br>Not applicable<br><br>Not applicable		<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable
11	Quantitative & Qualitative Disclosure about Market Risk		29-133, 214-224		72-77, 117
12	Description of Securities other than Equity Securities<br><br>A. Debt Securities<br><br>B. Warrants and Rights<br><br>C. Other Securities<br><br>D. American Depositary Shares		<br><br>Exhibit 2.4<br><br>Not applicable<br><br>Not applicable<br><br>268, 299-300		Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable<br><br>Not applicable

SEC Form 20-F cross reference guide continued


Item	Item Caption		Pages
PART II			Annual Report on Form 20-F	Exhibit 15.2: Annual Report and Form 20-F Information
13	Defaults, Dividend Arrearages and Delinquencies		Not applicable	Not applicable
14	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable	Not applicable
15	Controls and Procedures		151, Exhibits 12.1 and 12.2	72-77, 107-113, 152-154
16	[Reserved]
16A	Audit Committee financial expert		Not applicable	107
16B	Code of ethics		292	8-10, 64-65
16C	Principal Accountant Fees and services		188	111
16D	Exemptions from the Listing Standards		Not applicable	Not applicable
16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		291	156-158
16F	Change in Registrant’s Certifying Accountant		296, Exhibit 16.1	111
16G	Corporate Governance		Not applicable	85-112, 153, 159
16H	Mine Safety Disclosure		Not applicable	Not applicable
16I	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection		Not applicable	Not applicable
16J	Insider Trading Policies		296	Not applicable
16K	Cybersecurity		138-139	Not applicable

PART III
17	Financial Statements		Not applicable	Not applicable
18	Financial Statements		146-249	Not applicable
19	Exhibits		309-310	Not applicable

Forward-looking statements and important notices

Cautionary statement regarding forward-looking statements

Certain sections in this document contain ‘forward-looking statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements with respect to NatWest Group’s financial condition, results of operations and business, including its strategic priorities, financial, investment and capital targets, and climate and sustainability-related targets, commitments and ambitions described herein. Statements that are not historical facts, including statements about NatWest Group’s beliefs and expectations, are forward-looking statements. Words such as ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘commit’, ‘believe’, ‘should’, ‘intend’, ‘will’, ‘plan’, ‘could’, ‘probability’, ‘risk’, ‘target’, ‘goal’, ‘objective’, ‘may’, ‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations on these expressions are intended to identify forward-looking statements. In particular, this document includes forward-looking targets and guidance relating to financial performance measures, such as income growth, operating expense, RoTE, ROE, discretionary capital distribution targets, impairment loss rates, capital generation pre distributions, customer assets and liabilities growth rate, cost: income ratio, balance sheet reduction (including the reduction of RWAs), CET1 ratio (and key drivers of the CET1 ratio including timing, impact and details), Pillar 2 and other regulatory buffer requirements and MREL and non-financial performance measures, such as NatWest Group’s initial area of focus, climate and sustainability-related ambitions, targets and metrics, including in relation to financed emissions and initiatives to transition to a net zero economy, such as our climate and transition finance activities.

Limitations inherent to forward-looking statements

These statements are based on current plans, expectations, estimates, targets and projections, and are subject to significant inherent risks, uncertainties and other factors, both external and relating to NatWest Group’s strategy or operations, which may result in NatWest Group being unable to achieve the current plans, expectations, estimates, targets, projections and other anticipated outcomes expressed or implied by such forward-looking statements. In addition, certain of these disclosures are dependent on choices relying on key model characteristics and assumptions and are subject to various limitations, including assumptions and estimates made by management. By their nature, certain of these disclosures are only estimates and, as a result, actual future results, gains or losses could differ materially from those that have been estimated. Accordingly, undue reliance should not be placed on these statements. The forward-looking statements contained in this document speak only as of the date we make them and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein, whether to reflect any change in our expectations with regard thereto, any change in events, conditions or circumstances on which any such statement is based, or otherwise, except to the extent legally required.

Important factors that could affect the actual outcome of the forward-looking statements

We caution you that a large number of important factors could adversely affect our results or our ability to implement our strategy, cause us to fail to meet our targets, predictions, expectations and other anticipated outcomes or affect the accuracy of forward-looking statements described in this document. These factors include, but are not limited to, those set forth in the risk factors and the other uncertainties described in NatWest Group plc’s 2025 Annual Report on Form 20-F, and its other filings with the US Securities and Exchange Commission. The principal risks and uncertainties that could adversely affect NatWest Group’s future results, its financial condition and/or prospects and cause them to be materially different from what is forecast or expected, include, but are not limited to: economic and political risk (including in respect of: political and economic risks and uncertainty in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments); and changes in interest rates and foreign currency exchange rates; business change and execution risk (including in respect of the implementation of NatWest Group’s strategy; future acquisitions and divestments, the competitive environment; and the transfer of its EU corporate portfolio); financial resilience risk (including in respect of: NatWest Group’s ability to meet targets and to make discretionary capital distributions; counterparty and borrower risk; liquidity and funding risks; prudential regulatory requirements for capital; reductions in the credit ratings; model risk; sensitivity to accounting policies, judgments, estimates and assumptions (and the economic, climate, competitive and other forward looking information affecting those judgments, estimates and assumptions); changes in applicable accounting standards; the value or effectiveness of credit protection; the requirements of regulatory stress tests and the adequacy of NatWest Group’s future assessments by the Prudential Regulation Authority and the Bank of England; and the application of UK statutory stabilisation or resolution powers); operational and IT resilience risk (including in respect of: operational risks (including reliance on third party suppliers); cyberattacks; the accuracy and effective use of data; artificial intelligence; complex IT systems; attracting, retaining and developing diverse senior management and skilled personnel; NatWest Group’s risk management framework; and reputational risk); legal, regulatory and conduct risk (including in respect of: the impact of substantial regulation and oversight; the outcome of legal, regulatory and governmental actions, investigations and remedial undertakings; and changes in tax legislation or failure to generate future taxable profits); and climate and sustainability-related risks (including in respect of: risks relating to climate change and sustainability-related risks; both the execution and reputational risk relating to NatWest Group’s climate change-related strategy, ambitions, targets and transition plan; climate and sustainability-related data and model risk; increasing levels of climate, environmental, human rights and sustainability-related regulation and oversight; and increasing; climate, environmental and sustainability-related litigation, enforcement proceedings investigations and conduct risk).


NatWest Group Annual Report on Form 20-F 2025	1

Forward-looking statements and important notices continued

Cautionary statement regarding alternative performance measures

NatWest Group prepares its financial statements in accordance with UK-adopted International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS). This document may contain a number of non-IFRS measures, or alternative performance measures, defined under the European Securities and Markets Authority (ESMA) guidance, or non-Generally Accepted Accounting Principles (non-GAAP) financial measures in accordance with the SEC regulations (together, APM). APMs are adjusted for notable and other defined items which management believes are not representative of the underlying performance of the business and which distort period-on-period comparison. APMs provide users of the financial statements with a consistent basis for comparing business performance between financial periods and information on elements of performance that are one-off in nature. Any APMs included in this document, are not measures within the scope of IFRS or GAAP, are based on a number of assumptions that are subject to uncertainties and change and are not a substitute for IFRS or GAAP measures and a reconciliation to the closest IFRS or GAAP measure is presented where appropriate.

The information, statements and opinions contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or a solicitation of an offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

Additional cautionary statement regarding climate and sustainability-related data, metrics and forward-looking statements.

Climate and sustainability-related statements that are not historical facts, including statements about NatWest Group’s beliefs, expectations, climate and sustainability-related ambitions, targets and commitments are forward-looking statements. Words such as ‘ambition’, ‘achieve’, ‘aim’, ‘anticipate’, ‘believe’, ’continue’, ‘could’, ‘effort’, ‘estimate’, ‘expect’, ‘forecast’, ‘goal’, ‘guidance’, ‘intend’, ‘intention’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘projection’, ‘predict’, ‘seek’, ‘should’, ‘target’, ‘will’, ‘would’ or similar expressions, or the negative thereof, other variations thereon or similar expressions are intended to identify forward-looking statements.

This report contains climate and sustainability-related forward-looking statements, including, but not limited to, NatWest Group’s ambition to be net zero across its financed emissions, assets under management and operational value chain by 2050, aligned with the UK’s legal obligation to be net zero by 2050, NatWest Group’s ambition to at least halve the climate impact of its financing activity by 2030, against a 2019 baseline, supported by portfolio-level activity-based targets and NatWest Group’s target to provide £200 billion of transition and climate finance between 1 July 2025 and the end of 2030, (each a ‘Sustainability related forward-looking statement’).

The Sustainability-related forward-looking statements of this report are based on current plans, information, and data. In preparing these, NatWest Group has made a number of key judgments, estimates, assumptions and projections, and relied on information subject to inherent uncertainties.

Readers are cautioned that a number of factors, both external and those specific to NatWest Group, could cause actual achievements, results, performance or other future events or conditions to differ, in some cases significantly, from those stated, implied and/or reflected in any Sustainability-related forward-looking statement or result in revisions to the reported data, including on financed emissions or the classification of sustainable finance and investments, meaning that data outputs may not be reconcilable or comparable year on year due to a variety of risks, uncertainties and other factors (including without limitation those referred to below).

Therefore, no assurance can be given by or on behalf of NatWest Group as to the likelihood of the achievement or reasonableness of any climate or sustainability-related projections, estimates, forecasts, ambitions, targets, commitments or other forward-looking statements contained herein. Therefore, undue reliance should not be placed on these Sustainability-related forward-looking statements. The most important of these uncertainties and factors that could cause actual results and outcomes to differ materially from those expressed or implied in climate and sustainability-related forward-looking statements are summarised in the ‘Risk Factors’ included on pages 269 to 289 of this report (with special regard to the risk factors in relation to ‘Climate and sustainability-related risks’ that describe several particular uncertainties, climate and sustainability-related risks to which NatWest Group is exposed and which may be amended from time to time).

Other uncertainties and factors include, without limitation:

●

Factors and uncertainties beyond NatWest Group’s control. The extent and pace of climate change, including the timing and manifestation of physical and transition risks and nature loss; the macroeconomic environment; the effectiveness of actions of governments, legislators, regulators and businesses; changes to government policy direction, legislation, regulation and industry and market practice; the response of wider society, including NatWest Group’s value chain, including its investors, customers, counterparties, suppliers and business partners; changes in customer and societal behaviour and demand; availability of commercially viable opportunities in the sustainable and transition finance markets, competition dynamics, capital markets appetite, investor expectations, and external credit and concentration risk appetites which may constrain the scale or risk profile of opportunities accessible to NatWest Group; developments in available technology; the rollout of low carbon infrastructure; and the availability of accurate, verifiable, reliable, auditable, consistent and comparable data.


NatWest Group Annual Report on Form 20-F 2025	2

Forward-looking statements and important notices continued

●	Data availability, accuracy, verifiability and data gaps. Our climate and sustainability-related disclosures are limited by the availability of high-quality, verifiable, accurate, reliable, auditable, consistent and comparable data in some areas and our own ability to timely collect and process such data. These limitations affect the accuracy and completeness of climate and sustainability-related disclosures. Users are therefore advised to interpret the disclosures with appropriate caution, taking into account the assumptions, data sources and constraints.
●	Use of proxies or aggregated sector-level data. Significant data gaps persist across sectors and sub-sectors, particularly in industries with a high proportion of small and medium-sized enterprises (SMEs), such as agriculture. Typically, SMEs often have more limited resources, capacity and specialist expertise to collect, validate and report climate and sustainability-related information in a consistent way. Many SMEs also face practical challenges, such as less formalised data-collection processes, fewer dedicated sustainability-related functions, and limited access to digital tools or external assurance, which can result in less comprehensive or less reliable data being available at sector level. When adequate climate and sustainability-related data is not publicly available or cannot be obtained directly from individual counterparties, financial institutions often rely on proxies or aggregated sector-level data provided by third parties. However, this data may be based on varying methodologies, assumptions, or interpretations, which may not accurately reflect underlying climate-related characteristics and can lead to inconsistencies and reduce its accuracy. In addition, there is currently no single global data provider that offers comprehensive, consistent coverage of the data needed to assess emissions and climate-related risks across sectors and portfolios. Climate and sustainability-related reporting frameworks differ in how they define and measure data quality, and customers vary widely in how they collect and disclose climate and sustainability-related data.
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●	Reliance on assumptions, scenarios and uncertainty in climate and sustainability-related metrics. The climate and sustainability-related disclosures included in this report are inherently complex and rely on assumptions, scenarios, and forward-looking estimates, all of which involve material risks and uncertainty. Key judgements and estimates used in the preparation of the climate and sustainability-related parts of this report are likely to change over time, and, when coupled with the longer timeframes used in such disclosures, make any assessment of key topics inherently uncertain. The key areas involving significant judgement or complexity include calculation of financed, facilitated and operational emissions and measurement of portfolio alignment and climate-related risk. There is a high risk that these assumptions or estimates may prove inaccurate.
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●	Lack of common standards for classification. There is currently no globally recognised or accepted, consistent and comparable standard or definition (legal, regulatory or otherwise) of, nor widespread cross-market consensus as to what (i) constitutes ‘green’, ‘sustainable’, or similarly labelled activities, products, or assets; or (ii) precise attributes are required for a particular activity, product or asset to be defined as ‘green’, or ‘sustainable’ or such other equivalent label. Interpretations vary across markets and institutions, and while several initiatives are working toward harmonisation, a consistent, comparable, and widely accepted framework has yet to emerge. Therefore, users of this report must not assume that NatWest Group’s reporting or description of activities, products or assets will meet those users’ past, present or future expectations or requirements for describing or classifying funding, financing and facilitation activities as ‘green’, or ‘sustainable’ or attributing similar labels (unless a definition or standard is specified in this report).
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●	Variation of climate and sustainability-related reporting standards. Climate and sustainability-related reporting standards continue to develop. While internationally recognised standards have been developed, there is no universal standard accepted for institutions like NatWest Group to fully align with and those that exist remain subject to refinement and jurisdictional adoption.
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●	Immature systems and controls. Climate and sustainability-related reporting is less mature than traditional financial reporting. Non-financial reporting systems are less developed than financial reporting systems, often involving manual processes and less robust controls, which may affect data quality and consistency.
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The Sustainability-related forward-looking statements contained in this report only speak as of the date they were published. Except to the extent legally required, we expressly disclaim any obligations or undertaking to update or revise any Sustainability-related forward-looking statements in this report, whether to reflect any change in our expectations regarding those Sustainability-related forward-looking statements, any change, events, conditions or circumstances on which any such statement is based, or otherwise. However, NatWest Group reserves the right to update or revise any statement in this report at our discretion.

NatWest Group may also announce other climate and sustainability-related ambitions, targets and commitments, and may withdraw, retire, amend, replace or supersede existing ones from time to time, whether or not they have been achieved, where it considers this to be appropriate having regard to its strategic objectives, or where required or appropriate to do so by applicable law, regulation or supervisory expectations.

Written and/or oral Sustainability-related forward-looking statements may also be made in our periodic reports to the US Securities and Exchange Commission, summary financial statements to shareholders, proxy statements, offering circulars and prospectuses, press releases and other written materials, and in oral statements (including during management presentations) made by NatWest Group’s directors, officers or employees to third parties, including financial analysts.


NatWest Group Annual Report on Form 20-F 2025	3

Forward-looking statements and important notices continued

Cautionary statements in relation to the climate and sustainability-related disclosures in this report

Caution on climate and sustainability-related metrics.

The processes we have adopted to define, collect and report data on our climate and sustainability-related performance, as well as the associated metrics and disclosures in this document, are not subject to the same formal processes adopted for financial reporting in accordance with established reporting standards. They involve a higher degree of judgement, assumptions and estimates, including in relation to the classification of climate and sustainability-related (including social, sustainability, sustainability-linked, green, climate and transition) funding, financing and facilitation activities, than is required for our reporting of historical financial information prepared in accordance with established reporting standards. As a result, climate and sustainability-related disclosures may be amended, updated or restated over time. However, NatWest Group does not undertake to restate prior disclosures except where required by applicable law or regulation, even if subsequently available data or methodologies differ from those used at the time of the original disclosure.

Caution about sustainability-related funding, financing and facilitation

Sustainability-related (including social, sustainability, sustainability-linked, green, climate, transition) funding, financing and facilitation currently represents only a relatively small proportion of NatWest Group’s overall funding, financing and facilitation activities. Accordingly, disclosures relating to sustainability-related funding, financing and facilitation should be read in the context of NatWest Group’s broader balance sheet, risk profile and funding, financing and facilitation activities, and should not be interpreted as indicative of NatWest Group’s overall funding, financing or facilitation strategy.

Caution about sustainability-related case studies

The sustainability-related (including climate-related) case studies included in this report are intended for illustrative purposes only and are intended to demonstrate potential outcomes. They should not be construed as definitive evidence. NatWest Group has not independently verified the information contained in the sustainability-related case studies and makes no representations or warranties as to their accuracy or reliability. The content of the sustainability-related case studies, including any opinions, conclusions and views expressed, is the sole responsibility of the individuals or organisations that provided them and do not necessarily reflect the views or policies of NatWest Group. Accordingly, readers should exercise caution, independently assess the relevance and applicability of the sustainability-related case studies, and seek independent verification before relying on them.

Caution about references to websites, reports and other materials.

The climate and sustainability-related disclosures in this report contain references to websites, reports and other materials prepared by third parties that are not affiliated with NatWest Group. Reference to such websites, reports and other materials is made for information purposes only and information available on such websites, in such reports and other materials is not incorporated by reference into this report. Readers should exercise caution and conduct their own due diligence when relying on information from these third-party sources. To the extent permitted by law, NatWest Group makes no representation, warranty or assurance of any kind, express or implied, or takes no responsibility or liability as to the fairness, accuracy, reliability, reasonableness, correctness or completeness with respect to any such websites, reports and materials.

Caution about the use of graphics.

The climate and sustainability-related disclosures in this report contain a number of graphics, infographics and text boxes which aim to give a high-level overview of certain elements of this report and improve accessibility for readers. These elements are all illustrative and should be read with caution and within the context of this report as a whole and should not be relied upon in isolation.


NatWest Group Annual Report on Form 20-F 2025	4

Presentation of information

In the Annual Report on Form 20-F, unless specified otherwise, ‘parent company’ refers to NatWest Group plc, and ‘NatWest Group’, ‘Group’ or ‘we’ refers to NatWest Group plc and its subsidiaries. The term ‘NWH Group’ refers to NatWest Holdings Limited (‘NWH Limited’) and its subsidiary and associated undertakings. The term ‘NWM Group’ refers to NatWest Markets Plc (‘NWM Plc’) and its subsidiary and associated undertakings. The term 'RBSH N.V.' refers to RBS Holdings N.V. The term ‘NWM N.V.’ refers to NatWest Markets N.V. The term ‘NWM N.V. Group’ refers to NatWest Markets N.V. and its subsidiary and associated undertakings The term ‘NWMSI’ refers to NatWest Markets Securities, Inc. The term ‘RBS plc’ refers to The Royal Bank of Scotland plc. The term ‘NWB Plc’ refers to National Westminster Bank Plc. The term ‘RBSI Ltd’ refers to The Royal Bank of Scotland International Limited. Effective from Q2 2025, the reportable segment Private Banking was renamed Private Banking & Wealth Management. This does not change the financial results of Private Banking & Wealth Management or the consolidated financial results of NatWest Group.

NatWest Group publishes its financial statements in pounds sterling (‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling (‘GBP’), respectively, and references to ‘pence’ represent pence where amounts are denominated in pounds sterling. Reference to ‘dollars’ or ‘$’ are to United States of America (‘US’) dollars. The abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of dollars, respectively. The abbreviation ‘€’ represents the ‘euro’, and the abbreviations ‘€m’ and ‘€bn’ represent millions and thousands of millions of euros, respectively.

To aid readability, this document retains references to EU legislative and regulatory provisions in effect in the UK before 1 January 2021 that have now been implemented in UK domestic law. These references should be read and construed as including references to the applicable UK implementation measures with effect from 1 January 2021.

Any information contained on websites linked or reports referenced in this Annual Report on Form 20-F is for information only and will not be deemed to be incorporated by reference herein.

Non-IFRS financial information

The non-IFRS measures provide users of the financial statements with a consistent basis for comparing business performance between financial periods and information on elements of performance that are one-off in nature. The non-IFRS measures also include the basis of calculation for metrics that are used throughout the banking industry.

These non-IFRS measures are not a substitute for IFRS measures and a reconciliation to the closest IFRS measure is presented where appropriate. For details of the basis of preparation and reconciliation where appropriate refer to appendix ‘Non-IFRS financial measures’ on page 250.


NatWest Group Annual Report on Form 20-F 2025	5

Summary risk factors

Principal risks and uncertainties

Set out below is a summary of the principal risks and uncertainties that could adversely affect NatWest Group’s future results, its financial condition and prospects and cause them to be materially different from what is forecast or expected, and directly or indirectly impact the value of its securities in issue. This summary should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties; a fuller description of these and other risk factors is included on pages 269 to 289 of this report on Form 20-F and should be read together with NatWest Group’s other public disclosures. Any of the risks identified may have a material adverse effect on NatWest Group’s business, operations, financial condition or prospects.

Economic and political risk

●	NatWest Group, its customers and its counterparties face continued economic and political risks and uncertainties in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments.
●	Changes in interest rates will continue to affect NatWest Group’s business and results.
---	---
●	Fluctuations in currency exchange rates may adversely affect NatWest Group’s results and financial condition.
---	---

Business change and execution risk

●	The implementation and execution of NatWest Group’s strategy carries execution and operational risks and it may not achieve its stated aims and targeted outcomes.
●	Acquisitions, divestments, or other transactions by NatWest Group may not be successful.
---	---
●	NatWest Group operates in markets that are highly competitive, with evolving competitive pressures and technology disruption.
---	---
●	The transfer of NatWest Group’s EU corporate portfolio involves certain risks.
---	---

Financial resilience risk

●	NatWest Group may not achieve its ambitions or targets, meet its guidance, or be in a position to continue to make discretionary capital distributions (including dividends to shareholders).
●	NatWest Group has significant exposure to counterparty and borrower risk including credit losses, which may have an adverse effect on NatWest Group.
---	---
●	NatWest Group may not meet the prudential regulatory requirements for liquidity and funding or may not be able to adequately access sources of liquidity and funding, which could trigger the execution of certain management actions or recovery options.
---	---
●	NatWest Group may not meet the prudential regulatory requirements for regulatory capital and MREL, or manage its capital effectively, which could trigger the execution of certain management actions or recovery options.
---	---
●	Any reduction in the credit rating and/or outlooks assigned to NatWest Group plc, any of its subsidiaries or any of their respective debt securities could adversely affect the availability of funding for NatWest Group, reduce NatWest Group’s liquidity and funding position and increase the cost of funding.
---	---
●	NatWest Group could incur losses or be required to maintain higher levels of capital as a result of limitations or failure of various models.
---	---
●	NatWest Group’s financial statements are sensitive to underlying accounting policies, judgements, estimates and assumptions.
---	---
●	Changes in accounting standards may materially impact NatWest Group’s financial results.
---	---
●	The value or effectiveness of any credit protection that NatWest Group has acquired depends on the value of the underlying assets and the financial condition of the insurers and counterparties.
---	---
●	NatWest Group could be adversely affected if it fails to meet the requirements of regulatory stress tests, or if NatWest Group’s resolution preparations are deemed inadequate.
---	---
●	NatWest Group may become subject to the application of UK statutory stabilisation or resolution powers which may result in, for example, the cancellation, transfer or dilution of ordinary shares, or the write-down or conversion of certain other of NatWest Group’s securities.
---	---


NatWest Group Annual Report on Form 20-F 2025	6

Summary risk factors continued

Principal risks and uncertainties continued

Operational and IT resilience risk

●	Operational risks (including reliance on third party suppliers and outsourcing of certain activities) are inherent in NatWest Group’s businesses.
●	NatWest Group is subject to sophisticated and frequent cyberattacks, and compliance with cybersecurity and data protection regulations is becoming increasingly complex.
---	---
●	NatWest Group’s operations and strategy are highly dependent on the accuracy and effective use of data.
---	---
●	NatWest Group’s operations are highly dependent on its complex IT systems and any IT failure could adversely affect NatWest Group.
---	---
●	NatWest Group relies on attracting, retaining and developing diverse senior management and skilled personnel, and is required to maintain good employee relations.
---	---
●	A failure in NatWest Group’s risk management framework could adversely affect NatWest Group, including its ability to achieve its strategic objectives.
---	---
●	NatWest Group’s operations are subject to inherent reputational risk.
---	---

Legal and regulatory risk

●	NatWest Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect NatWest Group.
●	NatWest Group is exposed to the risks of various litigation matters, regulatory and governmental actions and investigations as well as remedial undertakings, the outcomes of which are inherently difficult to predict, and which could have an adverse effect on NatWest Group.
---	---
●	Changes in tax legislation (or application thereof) or failure to generate future taxable profits may impact the recoverability of certain deferred tax assets recognised by NatWest Group.
---	---

Climate and sustainability-related risks

●	NatWest Group and its Value Chain face climate and sustainability-related risks that may adversely affect NatWest Group.
●	NatWest Group’s strategy relating to climate and sustainability is subject to execution and reputational risks. NatWest Group’s climate and sustainability-related ambitions, targets and commitments may not be achieved, and its climate transition plan may not be implemented without timely and appropriate government policy, technology developments and suppliers, customers and society supporting the transition.
---	---
●	There are significant limitations related to accessing accurate, reliable, verifiable, auditable, consistent and comparable climate and sustainability-related data that contribute to substantial uncertainties in accurately assessing, managing and reporting on climate and sustainability-related information and risks, as well as making informed decisions.
---	---
●	NatWest Group is subject to an increasingly complex and evolving landscape of climate and sustainability-related legal, regulatory, and supervisory expectations and there is an increasing risk of regulatory non-compliance, investigations, litigation, and enforcement actions.
---	---


NatWest Group Annual Report on Form 20-F 2025	7

Group Chief financial officer’s review

‘We delivered a strong performance in 2025. Total income was £16.6 billion with total income excluding notable items of £16.4 billion exceeding our strengthened Q3 2025 guidance. We remained focused on cost discipline, achieving our cost target and with further progress made on simplification. The balance sheet has continued to grow over 2025 and our CET1 ratio for 2025 was within our guided range at 14.0%.’

Strong 2025 financial performance across growth and simplification

We are growing in ways that build and strengthen customer relationships and improve the sustainability of our earnings.

Total income of £16.6 billion increased by 13.2% compared with 2024. Total income excluding notable items was £1.8 billion higher than 2024 reflecting deposit margin expansion, as a result of higher customer balances and strong hedge income, increased customer lending, strong AUMA growth and an increase in FX trading revenue. Full year 2025 net interest margin (NIM) increased by 21 basis points in the year to 2.34%. We would expect total structural hedge income to increase by around £1.5 billion in 2026 compared with 2025 and by a further £1 billion in 2027.^(1)^

We continued to support our customers as net loans to customers of £418.9 billion increased by £18.6 billion in the year and net loans to customers excluding central items increased by £20.7 billion in the year. Retail Banking mortgage balances increased by £5.1 billion and Commercial & Institutional balances were up by £12.3 billion.

Customer deposits of £443.0 billion increased by £9.5 billion in the year. Customer deposits excluding central items increased £10.4 billion during 2025 to £441.7 billion primarily reflecting £7.8 billion growth in Retail Banking, across Savings and Current accounts, and Commercial & Institutional increased by £2.3 billion largely due to higher balances within Corporate & Institutions and Business Banking. Total business term balances increased to 17% in Q4 2025 compared to 16% of the book at the end of 2024.

AUMA of £58.5 billion increased by £9.6 billion in 2025, reflecting AUM net flows of £3.1 billion, AUA net flows of £0.9 billion, Cushon net flows of £0.6 billion and positive market movements of £5.0 billion.

We continued to make good progress on becoming a simpler, more agile and technology driven bank by delivering efficiencies from our investment programmes, digitising more to deliver faster, simpler, and safer customer journeys and accelerating AI and data transformation.

Total operating expenses were £113 million higher than 2024. Other operating expenses were £241 million, or 3.1%, higher and in line with our guidance. In the year we recognised higher costs of transformation, increased reward through pay and bonus while we also combatted other inflationary pressures. Partially offsetting this we have continued to drive underlying cost savings (delivered through branch transformation and digitisation), further cost reductions as a result of the phased withdrawal from the Republic of Ireland, lower restructuring costs and reduced Bank levies.

We continue to proactively manage risk

A net impairment charge of £671 million, or 16 basis points of gross customer loans, included a charge on the acquisition of balances from Sainsbury’s Bank, higher Stage 3 charges and lower good book releases than the prior year.

Compared with 2024, our ECL provision increased £0.2 billion to £3.6 billion and our ECL coverage ratio remained stable at 0.83%. We retain post model adjustments of £296 million and remain comfortable with the strong credit performance of our diversified prime loan book.

(1)	The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current expectations and are subject to change, including as a result of the factors described in the Risk Factors section. These statements constitute forward-looking statements. Refer to Forward-looking statements in this report.


NatWest Group Annual Report on Form 20-F 2025	8

Group Chief financial officer’s review continued

Active balance sheet management supporting robust liquidity levels

RWAs increased by £10.1 billion during 2025 to £193.3 billion principally reflecting franchise lending growth of £10.9 billion, operational risk of £3.8 billion, including an acceleration of c.£1.6 billion from Q1 2026 to align with market practice, £1.3 billion in relation to the balances acquired from Sainsbury’s Bank and an increase of £7.3 billion relating to CRD IV models partially offset by a further £10.9 billion benefit from RWA management actions as we continued to actively manage our balance sheet and create capacity for lending growth.

The average LCR of 147%, representing £50.5 billion headroom above 100% minimum requirement, decreased by 4 percentage points during the year, primarily driven by increased lending partially offset by deposit growth. Our primary liquidity decreased by £3.8 billion to £157.3 billion, of which £81.1 billion, or 52% was cash and balances at central banks.

Shareholder return supported strong capital generation

A final dividend of 23.0 pence per share is proposed, bringing the total for the year to 32.5 pence, up 51% compared to 2024, and we intend to commence a share buyback programme of £750 million in the first half of 2026, taking total distributions deducted from capital in the year to £4.1 billion.

The CET1 ratio of 14.0% increased c.40 basis points in 2025 and included capital generation pre-distributions of 252 basis points, comprising c.300 basis points of profit and c.40 basis points of other capital movements partially offset by the increase in RWAs, c.90 basis points.

Katie Murray

Group Chief Financial Officer


NatWest Group Annual Report on Form 20-F 2025	9

Financial summary

This section includes a discussion on our operating results for the year ended 31 December 2025, including a comparative discussion on our operating results for the year ended 31 December 2024. For a discussion on our operating results for the year ended 31 December 2024, including a comparative discussion on our operating results for the year ended 31 December 2023, refer to the sections “CFO Review", "Financial Summary" and "Segment Performance" on pages 6 to 21 in our 2024 Annual Report on Form 20-F (File No. 001-10306) filed with the Securities and Exchange Commission on February 21, 2025.


		Year ended or as at
		2025	2024	Variance
Performance key metrics and ratios	****
Total income		16,641m	14,703m	13.2	%
Notable items within total income (1)	****	241m	55m	nm
Total income excluding notable items (1)	****	16,400m	14,648m	12.0	%
Net interest margin (1)	****	2.34	2.13	21bps
Average interest earning assets (1)	****	547bn	529bn	3.4	%
Cost:income ratio (excl. litigation and conduct) (1)	****	48.6	53.4	(4.8)	%
Loan impairment rate (1)	****	16bps	9bps	7bps
Profit attributable to ordinary shareholders	****	5,479m	4,519m	21.2	%
Total earnings per share attributable to ordinary shareholders - basic	****	68.0p	53.5p	14.5p
Return on Tangible Equity (RoTE) (1)	****	19.2	17.5	1.7	%
Climate and transition finance (2)	****	19,026m	na	na

Balance sheet
Total assets	****	714.6bn	708.0bn	0.9	%
Loans to customers – amortised cost	****	418.9bn	400.3bn	4.6	%
Loans to customers excluding central items (1,3)	****	389.2bn	368.5bn	5.6	%
Loans to customers and banks – amortised cost and FVOCI	****	429.9bn	410.2bn	4.8	%
Total impairment provisions (4)	****	3.6bn	3.4bn	5.9	%
Expected credit loss (ECL) coverage ratio	****	0.83	0.83	—
Assets under management and administration (AUMA) (1)	****	58.5bn	48.9bn	19.6	%
Customer deposits		443.0bn	433.5bn	2.2	%
Customer deposits excluding central items (1,3)	****	441.7bn	431.3bn	2.4	%
Customer assets and liabilities (CAL) (1)	****	891.7bn	850.9bn	4.8	%

All values are in British Pounds.

nm = not meaningful, na = not applicable


NatWest Group Annual Report on Form 20-F 2025	10

Financial summary continued


		Year ended or as at
		2025		2024	Variance
Liquidity and funding	****
Average Liquidity Coverage Ratio (LCR) (5)	****	147	%	151	(4)	%
Liquidity portfolio	****	£238bn		222bn	7.2	%
Average Net Stable Funding Ratio (NSFR) (5)	****	135	%	137	(2)	%
Loan:deposit ratio (excl. repos and reverse repos) (1)	****	88	%	85	3	%
Total wholesale funding	****	£88bn		86bn	2.3	%
Short-term wholesale funding	****	£28bn		33bn	(15.2)	%
Capital and leverage	****
Common Equity Tier 1 (CET1) ratio (6)	****	14.0	%	13.6	40bps
Total capital ratio (6)	****	19.3	%	19.7	(40bps)
Pro forma CET1 ratio (excl. foreseeable items) (7)	****	15.4	%	14.3	110bps
Risk-weighted assets (RWAs)	****	£193.3bn		183.2bn	5.5	%
UK leverage ratio	****	4.8	%	5.0	(0.2)	%
Tangible net asset value (TNAV) per ordinary share (1,8)	****	384p		329p	55p
Number of ordinary shares in issue (millions) (8)	****	7,995		8,043	(0.6)	%

All values are in British Pounds.

(1)	Refer to the Non-IFRS financial measures appendix for details of the basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
(2)	Climate and transition finance represents only a relatively small proportion of our overall financing and facilitation activities. For further details refer to the NatWest Group plc 2025 Climate Transition Plan Report.
---	---
(3)	Central items includes treasury repo activity.
---	---
(4)	Includes £0.1 billion relating to off-balance sheet exposures (31 December 2024 – £0.1 billion).
---	---
(5)	Reported on an average basis in line with supervisory guidelines. The LCR is calculated as the average of the preceding 12 months. The NSFR is calculated as the average of the preceding four quarters.
---	---
(6)	Refer to the Capital, liquidity and funding risk section for details of the basis of preparation.
---	---
(7)	The pro forma CET1 ratio at 31 December 2025 excludes foreseeable items of £2,758 million: £1,837 million for ordinary dividends and £921 million foreseeable charges (31 December 2024 excludes foreseeable items of £1,249 million for ordinary dividends).
---	---
(8)	The number of ordinary shares in issue excludes own shares held.
---	---


NatWest Group Annual Report on Form 20-F 2025	11

Financial summary continued


		2025		2024	Variance
Income – continuing operations		£m		£m	£m	%
Interest receivable (1)	****	25,698		25,187	511	2.0
Interest payable (1)	****	(12,869)		(13,912)	1,043	(7.5)
Net interest income	****	12,829		11,275	1,554	13.8

Net fees and commissions	****	2,514		2,467	47	1.9
Income from trading activities	****	1,112		825	287	34.8
Other operating income	****	186		136	50	36.8
Non-interest income	****	3,812		3,428	384	11.2
Total income	****	16,641		14,703	1,938	13.2

Total income excluding notable items	****	16,400		14,648	1,752	12.0

Notable items within total income	****	2025		2024
Commercial & Institutional	****
Own credit adjustments (OCA)	****	1		(9)
Dividend received on restructuring of a strategic investment		51		—
Central items & other	****
Share of gains of associate - Business Growth Fund	****	70		21
Interest and foreign exchange management derivatives not in hedge accounting relationships	****	185		150
Foreign exchange recycling losses		(27)		(76)
Loss on reclassification to disposal groups under IFRS 5	****	(39)	****	—
Tax interest on prior periods		—		(31)
	****	241		55

nm = not meaningful

(1)	Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities.

●	Total income increased by 13.2% to £16,641 million compared with 2024. Total income excluding notable items was £16,400 million, or 12.0%, higher than 2024 driven by deposit margin expansion, as a result of higher customer balances and strong hedge income, increased customer lending, strong AUMA growth and an increase in FX trading revenue. As a result, net interest margin (NIM) of 2.34% was 21 basis points higher than 2024.
●	Interest receivable increased by £511 million compared with 2024 primarily due to higher income on our structural hedge partially offset by the impact of lower rates on our lending book and loans to banks. The decrease in interest payable largely reflects the impact of the reduction in interest rates over the period.
---	---
●	Net interest income was £1,554 million higher than 2024 benefitting from customer lending growth, deposit margin expansion and customer balance growth.
---	---
●	Net fees and commissions increased £47 million to £2,514 million compared with 2024 largely due to higher AUMA investment fee income and transactional fees including some non-repeatable adjustments in Private Banking & Wealth Management. In addition, Retail Banking net fees and commission were higher, in part reflecting the impact of balances acquired from Sainsbury’s Bank. Commercial & Institutional net fees and commissions were lower due to reduced customer lending volumes and lower Asset Finance operating lease fees.
---	---
●	Income from trading activities of £1,112 million increased £287 million, or 34.8%, primarily reflecting income on economic swaps and foreign exchange swaps, and strong customer activity in markets trading.
---	---
●	Other operating income was £50 million higher for the year principally reflecting higher Business Growth Fund gains, lower foreign exchange recycling losses, a dividend received on restructuring of a strategic investment partially offset by a loss related to Cushon on reclassification to disposal groups.
---	---


NatWest Group Annual Report on Form 20-F 2025	12

Financial summary continued


		2025	2024	Variance
Operating expenses – continuing operations		£m	£m	£m	%
Staff expenses	****	4,110	3,997	113	2.8
Premises and equipment	****	1,285	1,211	74	6.1
Other administrative expenses	****	1,546	1,588	(42)	(2.6)
Depreciation and amortisation	****	1,154	1,058	96	9.1
Other operating expenses	****	8,095	7,854	241	3.1
Litigation and conduct costs	****	167	295	(128)	(43.4)
Operating expenses	****	8,262	8,149	113	1.4

●	Staff expenses were £113 million, or 2.8%, higher than 2024 primarily due to investment in our people through increased pay and bonus rewards, driven by continued strong performance. This was partially offset by lower restructuring costs and continued simplification and digitisation.
●	Premises and equipment costs of £1,285 million were £74 million higher than 2024 primarily due to contract price inflation and continued growth in cloud utilisation, partly offset by lower cost of utilities.
---	---
●	Other administrative expenses decreased £42 million in 2025 driven by costs incurred on the cancelled Retail share offering in 2024, reduced Republic of Ireland costs due to continued phased withdrawal and a decrease in the Bank levy, and other one-offs, all partly offset by one-time integration costs of balances acquired from Sainsbury’s Bank.
---	---
●	Depreciation and amortisation of £1,154 million was £96 million higher than 2024 as we continue to invest in our growth and simplification opportunities which include data transformation to unlock the full potential of AI.
---	---
●	Litigation and conduct costs of £167 million represent the net impact of a number of remediation and litigation matters concluding, including existing customer redress programme costs paid during the year. Refer to Note 20 and 25 to the Consolidated financial statements for additional information on other litigation and conduct matters.
---	---


		2025	2024
Tax – continuing operations	****	m	£m
Tax charge	****	(1,874)	(1,465)
UK corporation tax rate	****	25.0	25.0	%
Effective tax rate	****	24.3	23.7	%

All values are in British Pounds.

A tax charge of £1,874 million for the year ended 31 December 2025 arises rather than the expected charge of £1,927 million based on the UK corporation tax rate of 25%. The lower tax charge primarily reflects tax credits for AT1 dividends and the re-recognition of previously impaired deferred tax assets on brought forward tax losses in the UK and the Netherlands. These have been partially offset by the UK banking surcharge and various other non-tax deductible expenses. Refer to Note 7 to the consolidated financial statements for further details.


NatWest Group Annual Report on Form 20-F 2025	13

Financial summary continued


		2025	2024	Variance
Impairments – continuing operations	****	m	m	£m	%
Loans - amortised cost and FVOCI		429,916	410,225	19,691	4.8
ECL provisions	****	3,585	3,425	160	4.7
ECL provisions coverage ratio	****	0.83	0.83	—	—
Impairment (releases)/losses	****
ECL charge (1)	****	671	359	312	86.9
Amounts written off	****	579	654	(75)	(11.5)

All values are in British Pounds.

(1)	The table above summarises loans and related credit impairment measured on an IFRS 9 basis. Refer to Credit Risk – Banking activities in the Risk and capital management section for further details.

A net impairment charge of £671 million, or 16 basis points of gross customer loans, included an £81 million charge on the acquisition of balances from Sainsbury’s Bank, higher Stage 3 charges and lower good book releases than the prior year.

Profit for the year


		2025		2024		Variance
		£m		£m		£m		%
Operating profit before tax	****	7,708		6,195		1,513		24.4
Tax charge	****	(1,874)		(1,465)		(409)		27.9
Profit from continuing operations	****	5,834		4,730		1,104		23.3
Profit from discontinued operations, net of tax	****	—		81		(81)		100.0
Profit for the year	****	5,834		4,811		1,023		21.3

Attributable to:	****
Ordinary shareholders	****	5,479		4,519		960		21.2
Paid-in equity holders	****	352		283		69		24.4
Non-controlling interests	****	3		9		(6)		nm

nm = not meaningful

Profit attributable to ordinary shareholders of £5,479 million was £960 million, or 21.2%, higher than 2024 primarily due to higher income, driven by deposit margin expansion, customer lending and AUMA growth, partially offset with higher costs largely attributable to inflationary pressures and integration costs alongside a higher impairment charge and tax charge.


NatWest Group Annual Report on Form 20-F 2025	14

Financial summary continued

Summary consolidated balance sheet as at 31 December 2025


		2025	2024	Variance
	****	m	m	£m	%
Assets
Cash and balances at central banks	****	85,182	92,994	(7,812)	(8)
Trading assets	****	46,537	48,917	(2,380)	(5)
Derivatives	****	60,789	78,406	(17,617)	(22)
Settlement balances	****	645	2,085	(1,440)	(69)
Loans to banks - amortised cost	****	6,958	6,030	928	15
Loans to customers - amortised cost	****	418,881	400,326	18,555	5
Other financial assets	****	79,770	63,243	16,527	26
Other assets (including intangible assets)	****	15,791	15,984	(193)	(1)
Total assets	****	714,553	707,985	6,568	1

Liabilities	****
Bank deposits	****	44,092	31,452	12,640	40
Customer deposits	****	442,998	433,490	9,508	2
Settlement balances	****	942	1,729	(787)	(46)
Trading liabilities	****	49,022	54,714	(5,692)	(10)
Derivatives	****	53,974	72,082	(18,108)	(25)
Other financial liabilities	****	67,599	61,087	6,512	11
Subordinated liabilities	****	6,123	6,136	(13)	(0)
Notes in circulation	****	3,164	3,316	(152)	(5)
Other liabilities	****	4,026	4,601	(575)	(12)
Total liabilities	****	671,940	668,607	3,333	0

Total equity	****	42,613	39,378	3,235	8

Total liabilities and equity	****	714,553	707,985	6,568	1

Tangible net asset value per ordinary share (1,2)	****	384p	329p	55p	17	%

All values are in British Pounds.

(1)	Tangible net asset value per ordinary share is tangible equity divided by the number of ordinary shares.
(2)	Refer to the Non-IFRS financial measures appendix for details of the basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
---	---


NatWest Group Annual Report on Form 20-F 2025	15

Financial summary continued

Summary consolidated balance sheet as at 31 December 2025 continued

●	NAV per share increased by 52 pence in the year to 476 pence. TNAV per share increased by 55 pence in the year to 384 pence primarily reflecting the attributable profit for the period offset by the impact of distributions. The balance sheet growth was driven by customer lending, while customer deposits increased driven by current account and savings balances predominantly in Retail Banking and in Private Banking & Wealth Management.
●	Total assets of £714.6 billion as at 31 December 2025 increased by £6.6 billion, 1%, compared with 31 December 2024. This was primarily driven by increases in loans to customers and other financial assets partially offset by a decrease in derivative assets and cash and balances at central banks.
---	---
●	Cash and balances at central banks decreased by £7.8 billion mainly due to large-scale bond purchases and dividends paid partially offset by increased repo activity.
---	---
●	Other financial assets increased by £16.5 billion mainly because of net bonds activity of £13.1 billion and an increase in Commercial & Institutional, £3.7 billion largely driven by an increase in bonds held in the liquid asset buffer.
---	---
●	Derivative assets and derivative liabilities were down by £17.6 billion and £18.1 billion respectively. The decreases in fair values largely reflected FX volatility across major currencies including the weakening of USD in the year, following contrasting trends in Q4 2024, and variations in interest rates across different currencies and tenors.
---	---
●	Total loans to customers increased by £18.6 billion to £418.9 billion, primarily reflecting £12.3 billion growth in Commercial & Institutional attributable to growth in Corporate & Institutional and Commercial Mid-market offset by UK Government scheme repayments, and a £7.7 billion increase in Retail Banking largely driven by higher mortgage, cards and personal advance balances. This is offset by a decrease in Treasury of £2.3 billion mainly due to lower reverse repos
---	---
●	Total loans to banks increased by £0.9 billion, 15%, to £7.0 billion due to increased Treasury reverse repo balances.
---	---
●	Customer deposits increased by £9.5 billion primarily reflecting a £7.8 billion increase in Retail Banking due to growth in savings and current account balances, supported by balances acquired from Sainsbury’s Bank.
---	---
●	Bank deposits increased by £12.6 billion mainly due to higher repo activity.
---	---
●	Other financial liabilities, which includes customer deposits at fair value through profit and loss and debt securities in issue, increased by £6.5 billion, to £67.6 billion.
---	---
●	Other liabilities decreased by £0.6 billion, 12%, to £4.0 billion mainly due to lower financial guarantees and provision utilisations.
---	---
●	Total equity increased by £3.2 billion, 8%, to £42.6 billion, driven by higher profit for the year of £5.8 billion offset by dividends paid of £2.0 billion and shares repurchased in the year of £0.6 billion.
---	---


NatWest Group Annual Report on Form 20-F 2025	16

Segment performance


			Private Banking				Central		Total
	Retail		& Wealth		Commercial &		items		NatWest
	Banking		Management		Institutional		& other		Group
2025	£m		£m		£m		£m		m
Continuing operations
Income statement
Net interest income	6,064		757		6,149		(141)		12,829
Own credit adjustments	—		—		1		—		1
Other non-interest income	431	****	374	****	2,659	****	347	****	3,811
Total income	6,495	****	1,131	****	8,809	****	206	****	16,641
Direct expenses	(835)	****	(250)	****	(1,633)	****	(5,377)	****	(8,095)
Indirect expenses	(2,087)	****	(475)	****	(2,714)	****	5,276	****	—
Other operating expenses	(2,922)	****	(725)	****	(4,347)	****	(101)	****	(8,095)
Litigation and conduct costs	(15)	****	(2)	****	(173)	****	23	****	(167)
Operating expenses	(2,937)		(727)		(4,520)		(78)		(8,262)
Operating profit before impairment losses/releases	3,558	****	404	****	4,289	****	128	****	8,379
Impairment (losses)/releases	(437)	****	(10)	****	(225)	****	1	****	(671)
Operating profit	3,121		394		4,064		129		7,708
Total income excluding notable items (1)	6,495	****	1,131	****	8,757	****	17	****	16,400

Additional information
Return on Tangible Equity (1)	na	****	na	****	na	****	na	****	19.2
Return on equity (1,2)	24.7	%	21.7	%	19.1	%	nm	****	na
Cost:income ratio (excl. litigation and conduct) (1)	45.0	%	64.1	%	49.3	%	nm	****	48.6
Net loans to customers - amortised cost (bn)	216.1		18.9		154.2		29.7		418.9
Loan impairment rate (1)	20bps		5bps		14bps		nm		16bps
Impairment provisions (bn)	(1.8)		(0.1)		(1.7)		—		(3.6)
Impairment provisions - Stage 3 (bn)	(1.1)		(0.1)		(1.0)		—		(2.2)
Customer deposits (bn)	202.6		42.7		196.4		1.3		443.0
Risk-weighted assets (RWAs) (bn)	68.5		11.4		111.9		1.5		193.3
Customer assets and liabilities (CAL) (bn) (1)	420.5		119.0		352.2		na	****	891.7
Employee numbers (FTEs - thousands)	11.5		2.1		12.3		32.8		58.7
Third party customer asset rate (1)	4.36	%	4.72	%	5.94	%	nm	****	nm
Third party customer funding rate (1)	(1.74)	%	(2.68)	%	(1.55)	%	nm		nm
Average interest earning assets (bn) (1)	230.9		28.8		259.4		nm		547.4
Net interest margin (1)	2.63	%	2.63	%	2.37	%	nm		2.34

All values are in British Pounds.

nm = not meaningful, na = not applicable.

For the notes to this table, refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	17

Segment performance continued


			Private Banking				Central	Total
	Retail		& Wealth		Commercial &		items	NatWest
	Banking		Management		Institutional		& other	Group
2024	£m		£m		£m		£m	£m
Continuing operations
Income statement
Net interest income	5,233		645		5,339		58	11,275
Own credit adjustments	—		—		(9)		—	(9)
Other non-interest income	417		324		2,627		69	3,437
Total income	5,650		969		7,957		127	14,703
Direct expenses	(777)		(255)		(1,537)		(5,285)	(7,854)
Indirect expenses	(2,050)		(458)		(2,581)		5,089	—
Other operating expenses	(2,827)		(713)		(4,118)		(196)	(7,854)
Litigation and conduct costs	(110)		(3)		(156)		(26)	(295)
Operating expenses	(2,937)		(716)		(4,274)		(222)	(8,149)
Operating profit before impairment losses/releases	2,713		253		3,683		(95)	6,554
Impairment (losses)/releases	(282)		11		(98)		10	(359)
Operating profit/(loss)	2,431		264		3,585		(85)	6,195
Total income excluding notable items (1)	5,650		969		7,966		63	14,648

Additional information
Return on Tangible Equity (1)	na		na		na		na	17.5	%
Return on equity (1,2)	19.9	%	14.2	%	17.2	%	nm	na
Cost:income ratio (excl. litigation and conduct) (1)	50.0	%	73.6	%	51.8	%	nm	53.4	%
Net loans to customers - amortised cost (bn)	208.4		18.2		141.9		31.8	400.3
Loan impairment rate (1)	13bps		(6bps)		7bps		nm	9bps
Impairment provisions (bn)	(1.8)		(0.1)		(1.5)		—	(3.4)
Impairment provisions - Stage 3 (bn)	(1.1)		—		(0.9)		—	(2.0)
Customer deposits (bn)	194.8		42.4		194.1		2.2	433.5
Risk-weighted assets (RWAs) (bn)	65.5		11.0		104.7		2.0	183.2
Customer assets and liabilities (CAL) (bn) (1)	404.9		108.5		337.5		na	850.9
Employee numbers (FTEs - thousands)	12.0		2.1		12.8		32.3	59.2
Third party customer asset rate (1)	4.02	%	5.05	%	6.64	%	nm	nm
Third party customer funding rate (1)	(2.05)	%	(3.13)	%	(1.90)	%	nm	nm
Average interest earning assets (bn) (1)	222.0		26.9		246.8		nm	529.3
Net interest margin (1)	2.36	%	2.40	%	2.16	%	nm	2.13	%

All values are in British Pounds.

nm = not meaningful, na = not applicable.

(1)

Refer to the Non-IFRS financial measures appendix for details of the basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.

(2)

NatWest Group’s CET1 target is in the range of 13-14% but for the purposes of computing segmental return on equity (ROE), to better reflect the differential drivers of capital usage, segmental operating profit or loss adjusted for preference share dividends and tax, is divided by average notional tangible equity allocated at different rates of 12.8% for Retail Banking (2024 – 13.4%), 11.1% for Private Banking & Wealth Management (2024 – 11.2%), and 13.9% for Commercial & Institutional (2024 – 13.8%), of the period average of segmental risk-weighted assets equivalents (RWAe) incorporating the effect of capital deductions.

---


NatWest Group Annual Report on Form 20-F 2025	18

Segment performance continued

Retail Banking


		2025		2024		Variance
Income statement		£m		£m		£m		%
Net interest income		6,064		5,233		831		15.9	%
Non-interest income	****	431	****	417		14		3.4	%
Total income	****	6,495	****	5,650		845		15.0	%
Other operating expenses	****	(2,922)	****	(2,827)		(95)		3.4	%
Litigation and conduct costs	****	(15)	****	(110)		95		(86.4)	%
Operating expenses	****	(2,937)	****	(2,937)		—		—
Impairment losses	****	(437)	****	(282)		(155)		55.0	%
Operating profit	****	3,121	****	2,431		690		28.4	%

Performance ratios (1)
Return on equity	****	24.7	%	19.9	%	4.8	%
Net interest margin	****	2.63	%	2.36	%	27bps
Cost:income ratio (excl. litigation and conduct)		45.0	%	50.0	%	(5.0)	%
Loan impairment rate	****	20bps		13bps		7bps


		2025	2024	Variance
Capital and balance sheet		£bn	£bn	£bn	%
Loans to customers (amortised cost)
- personal advances	****	9.4	8.1	1.3	16.0	%
- mortgages	****	200.1	195.0	5.1	2.6	%
- cards	****	8.4	7.0	1.4	20.0	%
Total loans to customers (amortised cost)	****	217.9	210.1	7.8	3.7	%
Loan impairment provisions	****	(1.8)	(1.7)	(0.1)	5.9	%
Net loans to customers (amortised cost)	****	216.1	208.4	7.7	3.7	%

Total assets	****	240.3	232.8	7.5	3.2	%
Customer deposits		202.6	194.8	7.8	4.0	%
Customer assets and liabilities (CAL) (1)	****	420.5	404.9	15.6	3.9	%
Risk-weighted assets	****	68.5	65.5	3.0	4.6	%

(1)	Refer to the Non-IFRS financial measures appendix for details of basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
(2)	Climate and transition finance represents only a relatively small proportion of our overall financing and facilitation activities.
---	---


NatWest Group Annual Report on Form 20-F 2025	19

Segment performance continued

Retail Banking continued

In 2025, Retail Banking delivered an operating profit of £3.1 billion and a return on equity of 24.7%, with positive income and net interest margin momentum. We support 19 million customers, including 2.4 million youth customers, along with 529,000 customers within our Premier segment where we have a NPS of 44. We helped more customers achieve their home ownership goals with around 30% of 2025 gross mortgage lending supporting first-time buyers and around £300 million of lending through our Family-Backed Mortgage proposition. We continue to simplify the business and improve customer and colleague experiences. New AI capabilities enabled quicker responses to customer complaints, saving around 90,000 hours per annum through automated summarisation and AI-generated complaint responses.

Retail Banking provided £2.6 billion of climate and transition finance^(2)^ in 2025 from lending on properties with an EPC rating of A or B.

●	Total income was £845 million, or 15.0%, higher than 2024 reflecting strong deposit growth and margin expansion as a result of increased hedge income, lending growth and the impact of balances acquired from Sainsbury’s Bank.
●	Net interest margin was 27 basis points higher than 2024 largely reflecting the factors noted above.
---	---
●	Non-interest income of £431 million was £14 million, or 3.4%, higher than 2024 including the impact of balances acquired from Sainsbury’s Bank.
---	---
●	Operating expenses were £2,937 million, in line with 2024. Other operating expenses were £95 million, or 3.4%, higher than 2024 reflecting costs associated with balances acquired from Sainsbury’s Bank, partially offset by a 4.2% reduction in headcount.
---	---
●	An impairment charge of £437 million, compared with a £282 million charge in 2024, largely driven by charges associated with balances acquired from Sainsbury’s Bank along with increased charges driven by growth in our unsecured book. The rate of Stage 3 default flow remains broadly stable.
---	---
●	Net loans to customers increased by £7.7 billion, or 3.7%, in 2025 driven by £5.1 billion, or 2.6%, higher mortgage balances. Cards balances increased by £1.4 billion, or 20.0%, and personal advances increased by £1.3 billion, or 16.0%, supported by balances acquired from Sainsbury’s Bank.
---	---
●	Customer deposits increased by £7.8 billion, or 4.0%, in 2025 reflecting growth in savings and current account balances, supported by balances acquired from Sainsbury’s Bank.
---	---
●	RWAs increased by £3.0 billion, or 4.6%, in 2025 primarily due to book movements including the impact of unsecured balances acquired from Sainsbury’s Bank.
---	---


NatWest Group Annual Report on Form 20-F 2025	20

Segment performance continued

Private Banking & Wealth Management


	2025		2024		Variance
Income statement	£m		£m		£m		%
Net interest income	757		645		112		17.4	%
Non-interest income	374		324		50		15.4	%
Total income	1,131		969		162		16.7	%
of which: AUMA income (1)	300		270		30		11.1	%
Other operating expenses	(725)		(713)		(12)		1.7	%
Litigation and conduct costs	(2)		(3)		1		(33.3)	%
Operating expenses	(727)		(716)		(11)		1.5	%
Impairment (losses)/releases	(10)		11		(21)		(190.9)	%
Operating profit	394		264		130		49.2	%

Performance ratios (1)
Return on equity	21.7	%	14.2	%	7.5	%
Net interest margin	2.63	%	2.40	%	23bps
Cost:income ratio (excl. litigation and conduct)	64.1	%	73.6	%	(9.5)	%
Loan impairment rate	5bps		(6bps)		11bps
AUMA net flows (bn)	4.6		3.2		1.4

All values are in British Pounds.


		2025		2024		Variance
Capital and balance sheet		£bn		£bn		£bn		%
Loans to customers (amortised cost)
- personal	****	2.0	****	1.7		0.3		17.6	%
- mortgages	****	12.0	****	12.0		—		—
- other	****	5.0	****	4.6		0.4		8.7	%
Total loans to customers (amortised cost)	****	19.0	****	18.3		0.7		3.8	%
Loan impairment provisions	****	(0.1)	****	(0.1)		—		—
Net loans to customers (amortised cost)	****	18.9	****	18.2		0.7		3.8	%

Total assets	****	30.5	****	28.6		1.9		6.6	%
Assets under management (AUM) (1)	****	43.7	****	37.0		6.7		18.1	%
Assets under administration (AUA) (1)	****	14.8	****	11.9		2.9		24.4	%
Total assets under management and administration (AUMA) (1)	****	58.5	****	48.9		9.6		19.6	%
Customer deposits	****	42.7	****	42.4		0.3		0.7	%
Loan:deposit ratio (excl. repos and reverse repos) (1)	****	44	%	43	%	1	%	2.3	%
Customer assets and liabilities (CAL) (1,2)		119.0		108.5		10.5		9.7	%
Risk-weighted assets	****	11.4	****	11.0		0.4		3.6	%

(1)	Refer to the Non-IFRS financial measures appendix for details of basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
(2)	CAL refers to customer deposits, gross loans to customers – amortised cost and AUMA. To avoid double counting, investment cash is deducted as it is reported within customer deposits and AUMA.
---	---
(3)	Climate and transition finance represents only a relatively small proportion of our overall financing and facilitation activities.
---	---


NatWest Group Annual Report on Form 20-F 2025	21

Segment performance continued

Private Banking & Wealth Management continued

In 2025, Private Banking & Wealth Management delivered an operating profit of £394 million and return on equity of 21.7%. As part of our strategy to deepen focus on high net worth and ultra-high net worth segments, we refreshed our visual identity and enhanced our investment insight, including a new Coutts website which delivers a faster and more responsive experience. AI tooling has reduced call summarisation time by more than 70% and we have continued to see strong customer engagement across our propositions, resulting in an increase in CAL of 9.7% in the year with growth in deposits, lending and AUMA.

Private Banking & Wealth Management provided £0.2 billion of climate and transition finance^(3)^ in 2025, principally in relation to mortgages on residential properties with an EPC rating of A or B and wholesale transactions.

●	Total income was £162 million, or 16.7%, higher than 2024 primarily reflecting deposit margin expansion as a result of strong hedge income, balance growth across deposits and AUMA, and higher transactional fees including some non-repeatable adjustments.
●	Net interest margin was 23 basis points higher than 2024 largely reflecting the factors noted above.
---	---
●	Non-interest income of £374 million was £50 million, or 15.4%, higher than 2024 principally due to higher AUMA balances and higher transactional fees including some non-repeatable adjustments.
---	---
●	Operating expenses were £727 million, which were £11 million, or 1.5%, higher than 2024. Other operating expenses were £12 million, or 1.7%, higher reflecting continuing investment in the business and higher pay awards to support our colleagues, partly offset by lower severance costs.
---	---
●	An impairment charge of £10 million, compared with an £11 million release in 2024, largely reflecting the non-repeat of 2024 good book releases, and an increase in Stage 3 charges relating to existing exposures.
---	---
●	Net loans to customers increased £0.7 billion, or 3.8%, in 2025 largely driven by higher personal lending balances and higher commercial lending balances.
---	---
●	Customer deposits increased by £0.3 billion, or 0.7%, in 2025 reflecting growth in current account and savings balances, with progress driven by both deeper engagement with existing customers and new customer acquisition.
---	---
●	AUMA of £58.5 billion increased by £9.6 billion in 2025, reflecting AUM net flows of £3.1 billion, AUA net flows of £0.9 billion, Cushon net flows of £0.6 billion and positive market movements of £5.0 billion. AUM net flows as a percentage of opening balances are 8.4%.
---	---


NatWest Group Annual Report on Form 20-F 2025	22

Segment performance continued

Commercial & Institutional


		2025		2024		Variance
Income statement		£m		£m		£m		%
Net interest income		6,149		5,339		810		15.2	%
Non-interest income	****	2,660		2,618		42		1.6	%
Total income	****	8,809		7,957		852		10.7	%
Other operating expenses	****	(4,347)		(4,118)		(229)		5.6	%
Litigation and conduct costs	****	(173)		(156)		(17)		10.9	%
Operating expenses	****	(4,520)		(4,274)		(246)		5.8	%
Impairment losses	****	(225)		(98)		(127)		129.6	%
Operating profit	****	4,064		3,585		479		13.4	%

Performance ratios (1)	****
Return on equity	****	19.1	%	17.2	%	1.9	%
Net interest margin	****	2.37	%	2.16	%	21bps
Cost:income ratio (excl. litigation and conduct)	****	49.3	%	51.8	%	(2.5)	%
Loan impairment rate	****	14bps		7bps		7bps


		2025		2024		Variance
Capital and balance sheet		£bn		£bn		£bn		%
Loans to customers (amortised cost)
- Business Banking	****	3.5	****	3.6		(0.1)		(2.8)	%
- Commercial Mid-market		77.7		74.0		3.7		5.0	%
- Corporate & Institutions		74.6		65.8		8.8		13.4	%
Total loans to customers (amortised cost)	****	155.8	****	143.4		12.4		8.6	%
Loan impairment provisions	****	(1.6)	****	(1.5)		(0.1)		6.7	%
Net loans to customers (amortised cost)	****	154.2	****	141.9		12.3		8.7	%

Total assets	****	391.9	****	398.7		(6.8)		(1.7)	%
Funded assets		331.4		321.6		9.8		3.0	%
Customer deposits (3)	****	196.4	****	194.1		2.3		1.2	%
Loan:deposit ratio (excl. repos and reverse repos) (1)	****	77	%	72	%	5	%	6.9	%
Customer assets and liabilities (CAL) (1)		352.2		337.5		14.7		4.4	%
Risk-weighted assets	****	111.9	****	104.7		7.2		6.9	%

(1)	Refer to the Non-IFRS financial measures appendix for details of basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
(2)	Climate and transition finance represents only a relatively small proportion of our overall financing and facilitation activities.
---	---
(3)	Client transfers from Commercial Mid-market to Corporate & Institutions were undertaken in Q1 2025 of £4.9 billion. Balance at the end of Q4 2025 was £2.7 billion (Q4 2024 - £3.3 billion)
---	---


NatWest Group Annual Report on Form 20-F 2025	23

Segment performance continued

Commercial & Institutional continued

During 2025, Commercial & Institutional continued to support customers with an increase in lending of 8.7% and delivered a strong performance in income and operating profit supporting a return on equity of 19.1%, an increase from 17.2% in 2024. We worked with our customers to unlock growth for key structural and policy priorities in the UK, particularly social housing and infrastructure investment. In 2025, we committed over £4.6 billion of lending into the UK social housing sector, surpassing our upgraded target of £7.5 billion by the end of 2026, with total commitments of £8.7 billion. We prioritised the use of generative AI through AI-driven transcription and summarisation of complaints and complex business banking calls, increasing our relationship managers’ capacity to focus on personalised AI-guided interactions.

Commercial & Institutional provided £16.2 billion of climate and transition finance^(2)^ in 2025 to support customers investing in the transition to net zero.

●	Total income was £852 million, or 10.7%, higher than 2024 principally reflecting deposit margin expansion as a result of higher customer balances and strong hedge income, increased FX trading revenues and lending growth across Corporate & Institutions and Commercial Mid-market.
●	Net interest margin was 21 basis points higher than 2024 largely reflecting deposit margin expansion.
---	---
●	Non-interest income was £42 million, or 1.6%, higher than 2024 principally driven by customer activity in markets trading and a dividend received on restructuring of a strategic investment in Corporate & Institutions.
---	---
●	Operating expenses were £4,520 million, which were £246 million, or 5.8%, higher than 2024. Other operating expenses were £229 million, or 5.6%, higher than 2024 reflecting the impact of inflationary increases in staff costs and continued business investment spend, partially offset by a 3.9 % reduction in headcount.
---	---
●	An impairment charge of £225 million in 2025, compared with a £98 million charge in 2024, reflecting lower good book releases. Stage 3 charge remains broadly stable.
---	---
●	Net loans to customers increased by £12.3 billion, or 8.7%, in 2025 principally due to growth in Corporate & Institutions and Commercial Mid-market, partly offset by UK Government scheme repayments of £1.6 billion.
---	---
●	Customer deposits increased by £2.3 billion, or 1.2%, in 2025 reflecting growth within Corporate & Institutions and Business Banking. Excluding client transfers, deposit balances in all customer groups grew in the year. ^(3)^
---	---
●	RWAs increased by £7.2 billion, or 6.9%, compared with 2024 primarily due to CRD IV, other regulatory increases and increased operational risk, with book growth offset by continued RWA management activity.
---	---

Central items & other


		2025	2024	Variance
Income statement - continuing operations		£m	£m	£m	%
Total income	****	206	127	79	62.2	%
Operating expenses	****	(78)	(222)	144	(64.9)	%
of which: Other operating expenses	****	(101)	(196)	95	(48.5)	%
Impairment releases	****	1	10	(9)	(90.0)	%
Operating profit/(loss)	****	129	(85)	214	nm


		2025		2024	Variance
Capital and balance sheet		£bn		£bn	£bn		%
Net loans to customers (amortised cost)		29.7		31.8	(2.1)		(6.6)	%
Customer deposits		1.3		2.2	(0.9)		(40.9)	%
Risk-weighted assets	****	1.5		2.0	(0.5)		(25.0)	%

●	Total income was £79 million higher than 2024 primarily reflecting higher gains on interest and FX risk management derivatives not in accounting hedge relationships, higher Business Growth Fund profits and lower foreign exchange recycling losses.
●	Operating expenses were £78 million, which were £144 million, or 65%, lower than 2024. Other operating expenses were £95 million lower than 2024 primarily due to lower costs in relation to our withdrawal from our operations in the Republic of Ireland.
---	---
●	Net loans to customers decreased by £2.1 billion in 2025 driven by reverse repo activity in Treasury.
---	---
●	Customer deposits decreased by £0.9 billion compared with 2024 reflecting repo activity in Treasury.
---	---


NatWest Group Annual Report on Form 20-F 2025	24

Summary financial statements

Summary consolidated income statement

For the year ended 31 December 2025


		2025	2024	2023
		£m	£m	£m
Net interest income	****	12,829	11,275	11,049
Non-interest income	****	3,812	3,428	3,703
Total income	****	16,641	14,703	14,752
Operating expenses	****	(8,262)	(8,149)	(7,996)
Profit before impairment losses	****	8,379	6,554	6,756
Impairment losses	****	(671)	(359)	(578)
Operating profit before tax	****	7,708	6,195	6,178
Tax charge	****	(1,874)	(1,465)	(1,434)
Profit from continuing operations	****	5,834	4,730	4,744
Profit/(loss) from discontinued operations, net of tax	****	—	81	(112)
Profit for the year	****	5,834	4,811	4,632

Attributable to:
Ordinary shareholders	****	5,479	4,519	4,394
Paid-in equity holders	****	352	283	242
Non-controlling interests	****	3	9	(4)
	****	5,834	4,811	4,632


NatWest Group Annual Report on Form 20-F 2025	25

Summary financial statements continued

Summary consolidated balance sheet

As at 31 December 2025


		2025	2024	2023
		£m	£m	£m
Cash and balances at central banks	****	85,182	92,994	104,262
Trading assets	****	46,537	48,917	45,551
Derivatives	****	60,789	78,406	78,904
Settlement balances	****	645	2,085	7,231
Loans to banks and customers - amortised cost	****	425,839	406,356	388,347
Other financial assets	****	79,770	63,243	51,102
Other and intangible assets	****	15,791	15,984	17,276
Total assets	****	714,553	707,985	692,673

Deposits	****	487,090	464,942	453,567
Trading liabilities	****	49,022	54,714	53,636
Settlement balances, derivatives, other financial liabilities and subordinated liabilities	****	128,638	141,034	139,843
Other liabilities	****	4,026	4,601	5,202
Owners' equity	****	42,599	39,350	37,157
Notes in circulation		3,164	3,316	3,237
Non-controlling interests	****	14	28	31
Total liabilities and equity	****	714,553	707,985	692,673

NatWest Group’s financial statements are prepared in accordance with UK adopted International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).


NatWest Group Annual Report on Form 20-F 2025	26

Competition

Introduction

NatWest Group’s ability to attract and manage funding remains a critical competitive advantage. Other key competitive factors include cost management, growing digital sales focus, branch network re-shaping, and product simplification. Cost management remains a key focus, as banks seek to simplify their organisational and IT architectures while at the same time investing to ensure that they can meet customers’ evolving channel preferences. Customers have increasingly focused on the use of internet and mobile as sales and service channels for certain types of products. Therefore, competitive position and performance increasingly depends on the possession of user-friendly, diverse and efficient online solutions.

Retail Banking

In the retail banking business, NatWest Group competes with a range of providers including UK banks and building societies, major retailers and life assurance companies, as well as the UK subsidiaries of major international banks. In the mortgage market, NatWest Group competes with UK banks, building societies and specialist lenders. Increasingly, the ambitions of non-traditional players in the UK market are gaining credibility, with new entrants active and seeking to build their platforms either through organic growth or in some cases by acquiring businesses made available through the restructuring of incumbents.

Entrants with new business models such as peer-to-peer lending platforms, while currently small, continue to grow rapidly and are emerging as significant competitors. Such competitors often target specific elements of the value chain, providing specialised services to particular customer segments.

In the UK credit card market, large retailers and specialist card issuers are active in addition to the UK banks. In addition to physical distribution channels, providers compete through direct marketing activity and digital channels.

NatWest Group distributes life assurance products to banking customers in competition with independent advisors and life assurance companies.

Private Banking & Wealth Management

In the Private Banking & Wealth Management business, NatWest Group serves UK connected high-net-worth individuals and their business interests. The bank competes with UK private banks, international private banks and wealth managers. Competition remains strong as banks maintain their focus on competing for affluent and high net worth customers, supporting customers in need of financial advice. Investment in digital and M&A remain key themes with fee pressure ongoing, in response to Consumer Duty and market competition.

Commercial & Institutional

Commercial & Institutional consists of customer businesses reported under Business Banking, Commercial Mid-market and Corporate & Institutions to support our customers across the full non-personal customer lifecycle, both domestically and internationally, principally customers that trade with and from the UK. Our markets offering provides access to financial markets for NatWest Group customers, with financing and risk management expertise, while our international offering provides full-service banking operations in the Channel Islands, Isle of Man, Gibraltar and Luxembourg.

In the business banking market, the bank competes with other UK banks, specialist finance providers and new entrants, including fin-techs and non-bank challengers. The Commercial Mid-market segment primarily competes with UK Banks and includes an asset finance and invoice finance offering which competes with banks and specialist finance providers, both captive and non-captive. Competition for corporate and institutional customers in the UK is from UK banks, from specialised global investment banks and from large foreign universal banks that offer combined investment and commercial banking capabilities.

Our Corporate & Institutions business also competes with international banks which offer offshore and domestic banking services in the Channel Islands, Gibraltar and the Isle of Man as well as depositary services in UK and Luxembourg. The business also provides financing and risk solutions to large corporates in the UK, Western Europe and the United States. Here we compete with large domestic banks, major international banks and investment banks that offer risk management, trading solutions and debt financing to financial institutions and corporate customers.

Competitors are moving faster, innovating, expanding and increasingly focusing on engaging customers in ways that set new benchmarks. This has intensified competition among banking and financial services providers to capture more growth opportunities and attract and retain existing customers.


NatWest Group Annual Report on Form 20-F 2025	27


	Page
Risk management framework	29
Introduction	29
Culture	29
Governance	31
Risk appetite	33
Identification and measurement	34
Mitigation	35
Monitoring	35
Stress testing	36
Credit risk	41
Movement in ECL provision	42
Key points	42
Definition and sources of risk	43
Governance and risk appetite	43
Identification and measurement	43
Assessment and monitoring	44
Mitigation	44
Problem debt management	45
Forbearance	46
IFRS 9 models	46
Economic drivers	47
Impairment, provisioning and write-offs	53
Measurement uncertainty and ECL sensitivity analysis	54
Post model adjustments	57
Banking activities	58
Trading activities	88
Capital, liquidity and funding risk	92
Definitions and sources of risk	92
Capital, liquidity and funding management	93
Key points	100
Minimum requirements	101
Measurement	102
Climate and nature risk	116
Market risk
Non-traded market risk	120
Traded market risk	128
Market risk – linkage to balance sheet	133
Pension risk ****	134
Operational risk	136
Compliance and conduct risk	140
Financial crime risk	141
Model risk	143
Reputational risk	145


NatWest Group Annual Report on Form 20-F 2025	28

Risk management framework

Where marked as audited in the section header, certain information in the Risk and capital management section (pages 29 to 145) is within the scope of the Independent auditor’s report.

Introduction

NatWest Group operates an enterprise-wide risk management framework (EWRMF), which is centred on the embedding of a strong risk culture. The framework ensures the governance, capabilities and methods are in place to facilitate risk management and decision-making across the organisation.

The framework ensures that NatWest Group’s principal risks – which are detailed in this section – are appropriately controlled and managed. It sets out the standards and objectives for risk management as well as defining the division of roles and responsibilities. This seeks to ensure a consistent approach to risk management across NatWest Group and its subsidiaries. It aligns risk management with NatWest Group’s overall strategic priorities of growth through better understanding of customers, leveraging simplification and better management of resources. The framework, which is designed and maintained by NatWest Group’s independent Risk function, is owned by the Chief Risk Officer. It is reviewed and approved annually by the NatWest Group Board. The framework incorporates risk governance, the three lines of defence operating model and the Risk function’s mandate.

Risk appetite, supported by a robust set of principles, policies and practices, defines the levels of tolerance for a variety of risks and provides a structured approach to risk-taking within agreed boundaries.

While all NatWest Group colleagues are responsible for managing risk, the Risk function provides oversight and monitoring of risk management activities, including the implementation of the framework and adherence to its supporting policies, standards and operational procedures. The Chief Risk Officer plays an integral role in providing the Board with advice on NatWest Group’s risk profile and the performance of its controls and in providing challenge where a proposed business strategy may exceed risk tolerance.

In addition, there is a process to identify and manage top and emerging risks, which are those that could have a significant negative impact on NatWest Group’s ability to meet its strategic objectives.

Both top and emerging risks may incorporate aspects of – or correlate to – a number of principal risks and are reported alongside them to the Board on a regular basis.

Culture

The approach to risk culture, under the banner of intelligent risk-taking, ensures a focus on robust risk management behaviours and practices. This underpins the strategy across all three lines of defence, enables NatWest Group to support better customer outcomes, develop a stronger and more sustainable business and deliver an improved cost base.

NatWest Group expects leaders to act as role models for strong risk behaviours and practices, building clarity, developing capability and motivating employees to reach the required standards set out in the intelligent risk-taking approach.

Colleagues are expected to:

●	Consistently role-model the behaviours in Our Code, based on strong ethical standards.
●	Empower others to take risks aligned to NatWest Group’s strategy, explore issues from a fresh perspective, and tackle challenges in new and better ways across organisational boundaries.
---	---
●	Manage risk in line with appropriate risk appetite.
---	---
●	Ensure each decision made keeps NatWest Group, colleagues, customers, communities and shareholders safe and secure.
---	---
●	Understand their role in managing risk, remaining clear and capable, grounded in knowledge of regulatory obligations.
---	---
●	Consider risk in all actions and decisions.
---	---
●	Escalate risks and issues early; taking action to mitigate risks and learning from mistakes and near-misses, reporting and communicating these transparently.
---	---
●	Challenge others’ attitudes, ideas and actions.
---	---

Target intelligent risk-taking outcomes are embedded in NatWest Group’s behaviours framework, forming a core foundation of NatWest Group’s risk culture and guiding recruitment and selection across the organisation.


NatWest Group Annual Report on Form 20-F 2025	29

Risk management framework continued

Training

Enabling employees to have the capabilities and confidence to manage risk is core to NatWest Group’s learning strategy. NatWest Group offers a wide range of learning, both technical and behavioural, across the risk disciplines.

This training may be mandatory, role-specific or for personal development. Mandatory learning for all staff is focused on keeping employees, customers and NatWest Group safe. This is easily accessed online and is assigned to each person according to their role and business area. The system allows monitoring at all levels to ensure completion.

Our Code

NatWest Group’s conduct guidance, Our Code, provides direction on expected behaviour and sets out the standards of conduct that support the values. The code explains the effect of decisions that are taken and describes the principles that must be followed.

●

These principles cover conduct-related issues as well as wider business activities. They focus on desired outcomes, with practical guidelines to align the values with commercial strategy and actions. The embedding of these principles facilitates sound decision-making and a clear focus on good customer outcomes.

●

Any employee falling short of the expected standards will be subject to internal disciplinary policies and procedures and where appropriate, the relevant authorities will be notified. Variable pay for eligible colleagues will reflect overall performance, including the impact of any conduct issues. Adjustments may be made through the performance management process, or where necessary, via the accountability review process for the individuals concerned (for more information on this process refer to page 126 of Exhibit 15.2). The NatWest Group remuneration policy ensures that the remuneration arrangements for all employees reflect the principles and standards prescribed by the PRA rulebook and the FCA handbook.

---


NatWest Group Annual Report on Form 20-F 2025	30

Risk management framework continued

Governance

Committee structure

The diagram shows NatWest Group’s governance structure in 2025 and the main purposes of each committee.


NatWest Group Annual Report on Form 20-F 2025	31

Risk management framework continued

Risk management structure

The diagram shows NatWest Group’s risk management structure in 2025.


NatWest Group Annual Report on Form 20-F 2025	32

Risk management framework continued

Three lines of defence

NatWest Group uses the industry-standard three lines of defence model to articulate accountabilities and responsibilities for managing risk. This supports the embedding of effective risk management throughout the organisation. All roles below the CEO sit within one of the three lines. The CEO ensures the efficient use of resources and the effective management of risks as stipulated in the risk management framework and is therefore considered to be outside the three lines of defence principles.

First line of defence

The first line of defence incorporates most roles in NatWest Group, including those in the customer-facing businesses, Technology and Services as well as support functions such as People, Legal and Finance.

The first line of defence is empowered to take risks within the constraints of the risk management framework, policies, risk appetite statements and measures set by the Board.

The first line of defence is responsible for managing its direct risks, and with the support of specialist functions, it is also responsible for managing its consequential risks, by identifying, assessing, mitigating, monitoring and reporting risks.

Second line of defence

The second line of defence comprises the Risk function and is independent of the first line.

The second line of defence is empowered to design and maintain the risk management framework and its components. It undertakes proactive risk oversight and continuous monitoring activities to confirm that NatWest Group engages in permissible and sustainable risk-taking activities.

The second line of defence advises on, monitors, challenges, approves and escalates where required and reports on the risk-taking activities of the first line of defence, ensuring that these are within the constraints of the risk management framework, policies, risk appetite statements and measures set by the Board.

Third line of defence

The third line of defence is the Internal Audit function and is independent of the first and second lines.

The third line of defence is responsible for providing independent assurance to the Board, its subsidiary legal entity boards and executive management on the overall design and operating effectiveness of the risk management framework and its components. This includes the adequacy and effectiveness of key internal controls, governance and the risk management in place to monitor, manage and mitigate the principal risks to NatWest Group and its subsidiary companies.

The third line of defence executes its duties freely and objectively in accordance with the Chartered Institute of Internal Auditors’ Code of Ethics and International Standards on independence and objectivity.

Risk appetite

Risk appetite defines the type and aggregate level of risk NatWest Group is willing to accept in pursuit of its strategic objectives and business plans. Risk appetite supports sound risk-taking, the promotion of robust risk practices and risk behaviours, and is calibrated at least annually.

For certain principal risks, risk capacity defines the maximum level of risk NatWest Group can assume before breaching constraints determined by regulatory capital and liquidity requirements, the operational environment, and from a conduct perspective. Establishing risk capacity helps determine where risk appetite should be set, ensuring there is a buffer between internal risk appetite and NatWest Group’s ultimate capacity to absorb losses.


NatWest Group Annual Report on Form 20-F 2025	33

Risk management framework continued

Risk appetite continued

Risk appetite framework

The risk appetite framework supports effective risk management by promoting sound risk-taking through a structured approach, within agreed boundaries. It also ensures emerging risks and risk-taking activities that might be outside appetite are identified, assessed, escalated and addressed in a timely manner.

To facilitate this, a detailed review of the framework is carried out annually which is approved by the Board. The review includes:

●	Assessing the adequacy of the framework compared to internal and external expectations.
●	Ensuring the framework remains effective and acts as a strong control environment for risk appetite.
---	---
●	Assessing the level of embedding of risk appetite across the organisation.
---	---

Establishing risk appetite

In line with the risk appetite framework, risk appetite is maintained across NatWest Group through risk appetite statements. These are in place for all principal risks and describe the extent and type of activities that can be undertaken.

The financial and non-financial risks that NatWest Group faces are detailed in its risk directory. This provides a common risk language to ensure consistent terminology is used across NatWest Group. The risk directory is subject to annual review to ensure it continues to fully reflect the risks that NatWest Group faces.

Risk appetite statements consist of qualitative statements of appetite supported by risk limits and triggers that operate as a defence against excessive risk-taking. Risk measures and their associated limits are an integral part of the risk appetite approach and a key part of embedding risk appetite in day-to-day risk management decisions. A clear tolerance for each principal risk is set in alignment with business activities.

The Board sets risk appetite for all principal risks to help ensure NatWest Group is well placed to meet its priorities and long-term targets, even in challenging economic environments. This supports NatWest Group in remaining resilient and secure as it pursues its strategic business objectives.

The process of reviewing and updating risk appetite statements is completed alongside the business and financial planning process. This ensures that plans and risk appetite are appropriately aligned.

Risk appetite is approved at least annually by the Board on the Board Risk Committee’s recommendation to ensure it remains appropriate and aligned to strategy.

NatWest Group’s risk profile is continually monitored and frequently reviewed. Management focus is concentrated on all principal risks as well as the top and emerging risks that may correlate to them. Performance against risk appetite for all principal risks is reported regularly to the Executive Risk Committee, the Board Risk Committee and the Board.

NatWest Group’s key risk policies define at a high level the qualitative expectations, guidance and standards that stipulate the nature and extent of permissible risk - taking across all principal risks. They form part of the qualitative expression of risk appetite and are consistently applied across NatWest Group and its subsidiaries. Key risk policies are reviewed and approved by the Board Risk Committee at least annually.

Identification and measurement

Identification and measurement within the risk management process comprises:

●	Regular assessment of the overall risk profile, incorporating market developments and trends, as well as external and internal factors.
●	Monitoring of the risks associated with lending and credit exposures.
---	---
●	Assessment of trading and non-trading portfolios.
---	---
●	Review of potential risks in new business activities and processes.
---	---
●	Analysis of potential risks in any complex and unusual business transactions.
---	---


NatWest Group Annual Report on Form 20-F 2025	34

Risk management framework continued

Mitigation

Mitigation is a critical aspect of ensuring that risk profile remains within risk appetite. Risk mitigation strategies are discussed and agreed within NatWest Group.

When evaluating possible strategies, costs and benefits, residual risks (risks that are retained) and secondary risks (those that arise from risk mitigation actions themselves) are also considered. Monitoring and review processes are in place to evaluate results. Early identification, and effective management of changes in legislation and regulation are critical to the successful mitigation of principal risks. The effects of all changes are managed to ensure the timely achievement of compliance. Those changes assessed as having a high or medium-high impact are managed more closely. Action is taken to mitigate potential risks as and when required. Further in-depth analysis, including the stress testing of exposures, is also carried out.

NatWest Group’s control framework is a vital system ensuring effective risk management, compliance, and operational efficiency. Central to this framework is the implementation of various control types, including preventive, detective and directive controls, which address diverse risks.

Control recording is essential, involving detailed documentation of control activities to evaluate their adequacy and effectiveness. This serves as valuable evidence during audits and regulatory reviews.

The risk and control self-assessment (RCSA) process enhances the framework by enabling teams to identify potential risks and assess the adequacy of controls.

Regular independent adequacy and effectiveness testing of controls within the first line of defence and internal audits ensure controls function as intended. Continuous monitoring and reporting provide real-time insights into control effectiveness, fostering accountability and responsiveness to evolving risks. By emphasising control recording, RCSAs and testing, banks can maintain a resilient control environment that supports operational integrity and regulatory compliance.

Monitoring

The primary tool used to provide regular monitoring of the risk and control environment across NatWest Group is the risk and control performance assessment (RCPA). Each business area self-assesses using a set of consistent indicators and providing qualitative context to arrive at an RCPA outcome of met, partially met or not met. The assessment is completed annually and the indicators are regularly monitored. The indicators support an understanding of: the strength of the control environment to manage risk exposure within appetite; adequacy and effectiveness of the day-to-day management of risk and control; adherence with applicable components of the EWRMF; and a culture of intelligent risk-taking.

Emerging risks that could affect future results and performance are also closely monitored.

Specific activities relating to compliance and conduct, credit, financial crime and operational risks are subject to testing and monitoring by the Risk function. This confirms to both internal and external stakeholders – including the Board, senior management, the customer-facing businesses, Internal Audit and NatWest Group’s regulators – that risk policies and procedures are being correctly implemented and that they are operating adequately and effectively. Thematic reviews and targeted reviews are also carried out where relevant to ensure appropriate customer outcomes.

The Risk Testing & Monitoring Forum assesses and validates the annual plan as well as the ongoing programme of reviews.


NatWest Group Annual Report on Form 20-F 2025	35

Risk management framework continued

Stress testing

Stress testing – capital management

Stress testing is a key risk management tool and a fundamental component of NatWest Group’s approach to capital management. It is used to quantify and evaluate the potential impact of specified changes to risk factors on the financial strength of NatWest Group, including its capital position.

Stress testing includes:

●	Scenario testing, which examines the impact of a hypothetical future state to define changes in risk factors.
●	Sensitivity testing, which examines the impact of an incremental change to one or more risk factors.
---	---

The process for stress testing consists of four broad stages:

Define scenarios	●<br><br>Identify macro and NatWest Group - specific vulnerabilities and risks.<br><br>●<br><br>Define and calibrate scenarios to examine risks and vulnerabilities.<br><br>●<br><br>Formal governance process to agree scenarios.
Assess impact	●<br><br>Translate scenarios into risk drivers.<br><br>●<br><br>Assess impact on current and projected profit and loss and balance sheet across NatWest Group.
Calculate results and assess implications	●<br><br>Aggregate impacts into overall results.<br><br>●<br><br>Results form part of the risk management process.<br><br>●<br><br>Scenario results are used to inform business and capital plans.
Develop and agree management actions	●<br><br>Scenario results are analysed by subject matter experts. Appropriate management actions are then developed.<br><br>●<br><br>Scenario results and management actions are reviewed by the relevant Executive Risk Committees and Board Risk Committees. Approval of scenarios is delegated to the NatWest Group Board Risk Committee by the NatWest Group Board.

Stress testing is used widely across NatWest Group. The diagram below summarises key areas of focus.


Stress testing usage<br>within NatWest Group	Strategic financial and capital planning	Capital adequacy
		Risk appetite	Sector review and credit limit setting
				Business vulnerabilities analysis
		Risk monitoring	Tail risk assessment
				Early warning indicators
		Risk mitigation	Contingency planning and management actions
				Assess financial performance


NatWest Group Annual Report on Form 20-F 2025	36

Risk management framework continued

Specific areas that involve capital management include:

●	Strategic financial and capital planning – by assessing the impact of sensitivities and scenarios on the capital plan and capital ratios.
●	Risk appetite – by gaining a better understanding of the drivers of, and the underlying risks associated with, risk appetite.
---	---
●	Risk monitoring – by monitoring the risks and horizon-scanning events that could potentially affect NatWest Group’s financial strength and capital position.
---	---
●	Risk mitigation – by identifying actions to mitigate risks, or those that could be taken, in the event of adverse changes to the business or economic environment. Principal risk-mitigating actions are documented in NatWest Group’s recovery plan.
---	---

Reverse stress testing is also carried out in order to identify and assess scenarios that would cause NatWest Group’s business model to become unviable. Reverse stress testing allows potential vulnerabilities in the business model to be examined more fully.

Capital sufficiency – going concern forward-looking view

Going concern capital requirements are examined on a forward-looking basis – including as part of the annual budgeting process – by assessing the resilience of capital adequacy and leverage ratios under hypothetical future states. These assessments include assumptions about regulatory and accounting factors (such as IFRS 9). They incorporate economic variables and key assumptions on balance sheet and profit and loss drivers, such as impairments, to demonstrate that NatWest Group and its operating subsidiaries maintain sufficient capital. A range of future states are tested. In particular, capital requirements are assessed:

●	Based on a forecast of future business performance, given expectations of economic and market conditions over the forecast period.
●	Based on a forecast of future business performance under adverse economic and market conditions over the forecast period. Scenarios of different severity may be examined.
---	---

The potential impact of normal and adverse economic and market conditions on capital requirements is assessed through stress testing, the results of which are not only used widely across NatWest Group but also by the regulators to set specific capital buffers. NatWest Group takes part in stress tests run by regulatory authorities to test industry-wide vulnerabilities under crystallising global and domestic systemic risks.

Stress and peak-to-trough movements are used to help assess the amount of capital NatWest Group needs to hold in stress conditions in accordance with the capital risk appetite framework.

Internal assessment of capital adequacy

An internal assessment of material risks is carried out annually to enable an evaluation of the amount, type and distribution of capital required to cover these risks. This is referred to as the Internal Capital Adequacy Assessment Process (ICAAP). The ICAAP consists of a point-in-time assessment of exposures and risks at the end of the financial year together with a forward-looking stress capital assessment. The ICAAP is approved by the Board Risk Committee under Board - delegated authority and submitted to the PRA.

The ICAAP is used to form a view of capital adequacy separately to the minimum regulatory requirements. The ICAAP is used by the PRA to assess NatWest Group’s specific capital requirements through the Pillar 2 framework.

Capital allocation

NatWest Group has mechanisms to allocate capital across its legal entities and businesses. These aim to optimise the use of capital resources taking into account applicable regulatory requirements, strategic and business objectives and risk appetite.

Governance

Capital management is subject to substantial review and governance. The Board approves the capital plans, including those for key legal entities and businesses as well as the results of the stress tests relating to those capital plans.


NatWest Group Annual Report on Form 20-F 2025	37

Risk management framework continued

Stress testing – liquidity

Liquidity risk monitoring and contingency planning

A suite of tools is used to monitor, limit and stress-test the liquidity and funding risks on the balance sheet. Limit frameworks are in place to control the level of liquidity risk, asset and liability mismatches and funding concentrations. Liquidity and funding risks are reviewed at significant legal entity and business levels daily, with performance reported to the Asset & Liability Management Committee on a regular basis. Liquidity condition indicators are monitored daily.

This ensures any build-up of stress is detected early and the response escalated appropriately through recovery planning.

Internal assessment of liquidity

Under the liquidity risk management framework, NatWest Group maintains the Internal Liquidity Adequacy Assessment Process. This includes assessment of net stressed liquidity outflows under a range of severe but plausible stress scenarios. Each scenario evaluates either an idiosyncratic, market-wide or combined stress event as described in the table.

Type	Description
Idiosyncratic scenario	The market perceives NatWest Group to be suffering from a severe stress event, which results in an immediate assumption of increased credit risk or concerns over solvency.
Market-wide scenario	A market stress event affecting all participants in a market through contagion, potential counterparty failure and other market risks. NatWest Group is affected under this scenario but no more severely than any other participants with equivalent exposure.
Combined scenario	This scenario models the combined impact of an idiosyncratic and market stress occurring at once, severely affecting funding markets and the liquidity of some assets.

NatWest Group uses the most severe outcome to set the internal stress testing scenario which underpins its internal liquidity risk appetite. This complements the regulatory liquidity coverage ratio requirement.

Stress testing – recovery and resolution planning

The NatWest Group recovery plan explains how NatWest Group and its subsidiaries – as a consolidated group – would identify and respond to a financial stress event and restore its financial position so that it remains viable on an ongoing basis.

The recovery plan ensures risks that could delay the implementation of a recovery strategy are highlighted and preparations are made to minimise the impact of these risks. Preparations include:

●	Developing a series of recovery indicators to provide early warning of potential stress events.
●	Clarifying roles, responsibilities and escalation routes to minimise uncertainty or delay.
---	---
●	Developing a recovery playbook to provide a concise description of the actions required during recovery.
---	---
●	Detailing a range of options to address different stress conditions.
---	---
●	Appointing dedicated option owners to reduce the risk of delay and capacity concerns.
---	---

The plan is intended to enable NatWest Group to maintain critical services and products it provides to its customers, maintain its core business lines and operate within risk appetite while restoring NatWest Group’s financial condition. It is assessed for appropriateness on an ongoing basis and reviewed and approved by the Board prior to submission to the PRA on a biennial basis. Individual recovery plans are also prepared for NatWest Holdings Limited, NatWest Markets Plc, RBS International Limited and RBSH N.V.. These plans detail the recovery options, recovery indicators and escalation routes for each entity.

Fire drill simulations of possible recovery events are used to test the effectiveness of NatWest Group and individual legal entity recovery plans. The fire drills are designed to replicate possible financial stress conditions and allow senior management to rehearse the responses and decisions that may be required in an actual stress event. The results and lessons learnt from the fire drills are used to enhance NatWest Group’s approach to recovery planning.


NatWest Group Annual Report on Form 20-F 2025	38

Risk management framework continued

Under the resolution assessment part of the PRA rulebook, NatWest Group is required to carry out an assessment of its preparations for resolution, submit a report of the assessment to the PRA and publish a summary of this report.

Resolution would be implemented if NatWest Group were assessed by the UK authorities to have failed and the appropriate regulator put it into resolution. The process of resolution is owned and implemented by the Bank of England (as the UK resolution authority). NatWest Group ensures ongoing maintenance and enhancements of its resolution capabilities, in line with regulatory requirements.

Stress testing – market risk

Non-traded market risk

Non-traded exposures are reported to the PRA on a quarterly basis. This provides the regulator with an overview of NatWest Group’s banking book interest rate exposure. The report includes detailed product information analysed by interest rate driver and other characteristics, including accounting classification, currency and counterparty type.

Scenario analysis based on hypothetical adverse scenarios is performed on non-traded exposures as part of the Bank of England and European Banking Authority stress test exercises. NatWest Group also produces an internal scenario analysis as part of its financial planning cycles.

Non-traded exposures are capitalised through the ICAAP. This covers gap risk, basis risk, credit spread risk, pipeline risk, structural foreign exchange risk, prepayment risk, equity risk and accounting volatility risk. The ICAAP is completed with a combination of value and earnings measures. The total non-traded market risk capital requirement is determined by adding the different charges for each sub risk type. The ICAAP methodology captures at least ten years of historical volatility, produced with a 99% confidence level. Methodologies are reviewed by NatWest Group Model Risk and the results are approved by the NatWest Group Balance Sheet Management Committee.

Non-traded market risk stress test results are combined with those for other risks into the capital plan presented to the Board. The cross-risk capital planning process is conducted once a year, with a planning horizon of five years.

The scenario narratives cover both regulatory scenarios and macroeconomic scenarios identified by NatWest Group.

Vulnerability-based stress testing begins with the analysis of a portfolio and expresses its key vulnerabilities in terms of plausible vulnerability scenarios under which the portfolio would suffer material losses. These scenarios can be historical, macroeconomic or forward-looking/hypothetical. Vulnerability-based stress testing is used for internal management information and is not subject to limits. The results for relevant scenarios are reported to senior management.

Traded market risk

NatWest Group carries out regular market risk stress testing to identify vulnerabilities and potential losses in excess of, or not captured in, value-at-risk. The calculated stresses measure the impact of changes in risk factors on the fair values of the trading portfolios.

NatWest Group conducts historical, macroeconomic and vulnerability-based stress testing. Historical stress testing is a measure that is used for internal management. Using the historical simulation framework employed for value-at-risk, the current portfolio is stressed using historical data since 1 January 2005. This methodology simulates the impact of the 99.9 percentile loss that would be incurred by historical risk factor movements over the period, assuming variable holding periods specific to the risk factors and the businesses.

Historical stress tests form part of the market risk limit framework and their results are reported regularly to senior management.


NatWest Group Annual Report on Form 20-F 2025	39

Risk management framework continued

Macroeconomic stress tests are carried out periodically as part of the bank-wide, cross-risk capital planning process. The scenario narratives are translated into risk factor shocks using historical events and insights by economists, risk managers and the first line of defence.

Market risk stress test results are combined with those for other risks into the capital plan presented to the Board. The cross-risk capital planning process is conducted at least once a year, with a planning horizon of five years. The scenario narratives cover both regulatory scenarios and macroeconomic scenarios identified by NatWest Group.

Vulnerability-based stress testing begins with the analysis of a portfolio and expresses its key vulnerabilities in terms of plausible, vulnerability scenarios under which the portfolio would suffer material losses. These scenarios can be historical, macroeconomic or forward-looking/hypothetical. Vulnerability-based stress testing is used for internal management information and is not subject to limits. The results for relevant scenarios are reported to senior management.

Stress testing – climate risk

NatWest Group continued to enhance its in-house climate risk modelling capabilities, supporting the ongoing integration of climate risk within its capital adequacy (ICAAP), impairment (IFRS 9) and risk management processes, for example, sharing insights with sector and front-line teams to support the financial budget and climate transition plan processes. In particular, internal physical risk modelling capabilities were developed during 2025.

Specific internal-run exercises in 2025 included:

●	A credit-risk focused exercise covering both physical and transition risk scenarios for both the Corporate & Institutional portfolio and the Retail Banking residential mortgage portfolio.
●	A non-financial risk scenario for climate focused on external communications which could omit or contain incorrect information and mislead on NatWest Group activities.
---	---

There are various challenges with quantitative climate scenario analysis, including in relation to the immaturity of modelling techniques and limitations surrounding data on climate-related risks. In addition, there is significant uncertainty as to how the climate will evolve over time, how and when governments, regulators, businesses, investors and customers respond and how those responses impact the economy, asset valuations, economic systems, policy and wider society. These risks and uncertainties, coupled with significantly long timeframes, make the outputs of climate-related risk modelling with respect to the potential use cases identified inherently more uncertain than outputs modelled for traditional financial planning cycles based on historical financial information.

Regulatory stress testing

The Bank of England updated its approach to stress testing. The Bank Capital Stress Test (BCST) is the successor to the Annual Cyclical Stress scenario and will be run biennially. NatWest Group was selected by the Bank of England to be one of the participants in the 2025 BCST. The results were published in December 2025 and NatWest Group remained above its CET1 capital and Tier 1 leverage ratio hurdle rates in stress and was not required to strengthen its capital position. The results of this stress test, and other relevant information, will be used by the Bank of England to help inform NatWest Group capital buffers (both the UK countercyclical capital buffer rate and PRA buffers).

The 2025 stress test aimed to assess the impact of a UK and global macroeconomic stress on UK banks, spanning a five-year period from Q4 2025 to Q4 2030. It was a coherent ‘tail risk’ scenario, designed to be severe and broad enough to assess the resilience of UK banks to a range of adverse shocks. The stress scenario is similar to the 2022/23 Annual Cyclical Stress with weaker UK consumer price index inflation offset by more severe financial markets stresses and economic shocks in some jurisdictions.

The stress test was based on an end-of-December 2024 balance sheet position.

Further details can be found at:

https://www.bankofengland.co.uk/stress-testing/2025/key-elements-bank-capital


NatWest Group Annual Report on Form 20-F 2025	40

Credit risk

	Page
Credit risk
Movement in ECL provision	42
Key metrics	42
Definition and sources of risk	43
Governance and risk appetite	43
Identification and measurement	43
Assessment and monitoring	44
Mitigation	44
Problem debt management	45
Forbearance	46
IFRS 9 models	46
Economic drivers	47
Impairment, provisioning and write-offs	53
Measurement uncertainty and ECL sensitivity analysis	54
ECL post model adjustments	57

Credit risk – Banking activities
Financial instruments within the scope of the IFRS 9 ECL framework	58
Segment analysis – portfolio summary	60
Segmental loans and impairment metrics	62
Sector analysis – portfolio summary	62
Non-Personal forbearance	67
Credit risk enhancement and mitigation	68
Personal portfolio	69
Commercial real estate	73
Flow statements	74
Stage 2 decomposition – by a significant increase in credit risk trigger	81
Stage 3 vintage analysis	83
Asset quality	84

Credit risk – Trading activities
Securities financing transactions and collateral	88
Derivatives	89
Debt securities	90
Cross border exposure	91


NatWest Group Annual Report on Form 20-F 2025	41

Credit risk continued

Movement in expected credit loss (ECL) provision^(1)^

The table below shows the main ECL provision movements during the year.


		ECL provision
	****	£m
At 1 January 2025	****	3,425
Acquisitions		81
Changes in economic forecasts		54
Changes in risk metrics and exposure: Stage 1 and Stage 2		(75)
Changes in risk metrics and exposure: Stage 3		705
Judgemental changes:
Changes in post model adjustments for Stage 1, Stage 2 and Stage 3		(40)
Write-offs and other		(565)
At 31 December 2025	****	3,585
At 1 January 2024		3,645
2024 movements		(220)
At 31 December 2024		3,425

(1)	The above table is not within the scope of the Independent auditors’ report.

Key metrics

Lo ans<br><br>£429.9bn<br><br>(2024 – £410.2bn)		ECL provisions coverage<br><br>0.83 %<br><br>(2024 – 0.83%)
<br><br><br><br>Growth in 2025 was a result of continuing organic demand across Personal as well as the acquisition and integration of Sainsbury’s Bank unsecured portfolios. In Non-Personal, growth was mainly across strategic areas including financial institutions and corporates.		<br><br><br><br>ECL coverage remained broadly consistent with 2024, reflecting stability in arrears trends and the ongoing resilience of NatWest Group’s portfolios, alongside balance sheet management actions in Personal portfolios.

Imp airments<br><br>£671m<br><br>(2024 – £359m)		St age 3<br><br>1.09 %<br><br>(2024 – 1.45%)
<br><br><br><br>The impairment charge of £671 million, or 16 basis points of gross customer loans, reflected broadly stable default rates on growing Personal unsecured portfolios, combined with lower reductions in post model adjustments compared to 2024.		<br><br><br><br>Stage 3 assets reduced as a result of balance sheet management actions in Personal coupled with lower defaults in Non-Personal.


NatWest Group Annual Report on Form 20-F 2025	42

Credit risk continued

Definition (audited)

Credit risk is the risk that customers, counterparties or issuers fail to meet a contractual obligation to settle outstanding amounts. For the purposes of the credit risk section, Personal refers to lending to individuals and Non-Personal refers to lending to small and medium-sized enterprises, corporates, banks and other financial institutions.

Sources of risk (audited)

The principal sources of credit risk for NatWest Group are lending, off-balance sheet products, derivatives and securities financing, and debt securities. NatWest Group is also exposed to settlement risk through foreign exchange, trade finance and payments activities.

Governance (audited)

Risk governance for credit risk is in line with the approach outlined in the Risk management framework section.

The Credit Risk function provides oversight and challenge of frontline credit risk management activities:

●	Establishing credit risk policy, standards and toolkits which set out the mandatory limits and parameters required to ensure that credit risk is managed within risk appetite and which provide the minimum standards for the identification, assessment, management, monitoring and reporting of credit risk.
●	Oversight of the first line of defence to ensure that credit risk remains within the appetite set by the Board and that it is being managed adequately and effectively.
---	---
●	Assessing the adequacy of ECL provisions including approving key IFRS 9 inputs (such as significant increase in credit risk (SICR) thresholds) and any necessary in-model and post model adjustments through NatWest Group and business unit provisions and model committees.
---	---

Risk appetite (audited)

Risk appetite for credit risk is in line with the approach outlined in the Risk management framework section.

Credit risk appetite is monitored through risk appetite frameworks tailored to NatWest Group’s Personal and Non-Personal segments.

Personal

The Personal credit risk appetite framework sets limits that control the quality and concentration of both existing and new business for each relevant business segment. Risk appetite measures consider the segments’ ability to grow sustainably and the level of losses expected under stress. Credit risk is further controlled through operational limits specific to customer or product characteristics.

Non-Personal

The Non-Personal credit risk appetite framework has been designed to reflect factors that influence the ability to operate within risk appetite. Tools such as stress testing and economic capital are used to measure credit risk volatility and develop links between the framework and risk appetite limits.

The framework is used to manage concentrations of risk which may arise across four lenses – single name, sector, country and product and asset classes. The framework is supported by a suite of transactional acceptance standards that set out the risk parameters within which businesses should operate.

Identification and measurement

Risks are identified through relationship management and credit stewardship of customers and portfolios. Credit stewardship takes place throughout the customer relationship, beginning with the initial approval. It includes the application of credit assessment standards, credit risk mitigation, ensuring that credit documentation is complete and appropriate, carrying out regular portfolio or customer reviews and problem debt identification and management.


NatWest Group Annual Report on Form 20-F 2025	43

Credit risk continued

Assessment and monitoring

Personal

Personal lending mainly comprises a high volume of lower-value transactions supported by automated decision-making. To maintain consistency in lending decisions and monitor performance, NatWest Group reviews both internal credit data and external information from credit reference agencies, developing and applying lending rules according to product type.

For higher-value, more complex personal loans, such as certain residential mortgage lending, specialist credit managers are responsible for final lending decisions within defined delegated authority limits based on their experience.

Underwriting standards and portfolio performance are monitored on an ongoing basis to ensure they remain appropriate for the current market environment. Management information and higher-risk segment monitoring are produced for portfolio monitoring. Portfolio performance is measured against operational limits related to various credit risk measures including projected default rates and mortgage loan-to-value (LTV) ratios. If operational limits identify areas of concern, management may adjust credit or business strategy accordingly.

Non-Personal

Non-Personal customers, which include small and medium-sized enterprises, corporates, banks and other financial institutions, are typically managed on an individual basis. Customers are aggregated as a single risk when sufficiently interconnected to the extent that a failure of one could lead to the failure of another.

A risk-based credit assessment is carried out before credit facilities are made available to customers. The assessment process depends on the complexity of the transaction.

For lower-risk transactions below specific thresholds, credit decisions can be approved through a combination of fully automated or relationship manager self-sanctioning within the business. This process is facilitated through an auto-decision system, which utilises scorecards, strategies and policy rules. For other transactions, both business approval and credit approval are required.

Credit quality and loss given default (LGD) are reviewed at least annually. The review process assesses borrower performance, the adequacy of security, compliance with terms and conditions, and refinancing risk.

Mitigation

Mitigation techniques outlined in the credit risk toolkits and transactional acceptance standards are applied in managing credit portfolios across NatWest Group. These techniques mitigate credit concentrations related to individual customers, borrower groups or a collection of related borrowers. Where possible, customer credit balances are netted against obligations. Mitigation tools may involve structuring security interests in physical or financial assets, using credit derivatives such as credit default swaps, credit-linked debt instruments and securitisation structures, and utilising guarantees or similar instruments (including credit insurance) from related and third parties. Property is used to mitigate credit risk across a number of portfolios, in particular residential mortgage lending and commercial real estate.

Residential mortgages

NatWest Group uses residential property as collateral to reduce credit risk arising from mortgages. The value of the property is determined during loan underwriting, either from a qualified appraiser, such as one registered with the Royal Institution of Chartered Surveyors (RICS), or by applying a statistically valid model. Periodically, a sample of these valuations is reviewed by an independent RICS-qualified appraiser. Retail Banking UK updates residential property values quarterly based on country-specific (Scotland, Wales and Northern Ireland) or English region specific Office for National Statistics House Price indices.

Commercial real estate

For commercial real estate valuations, NatWest Group works with a managed panel of chartered surveying firms that cover relevant geographic and property sectors in which NatWest Group takes collateral. RICS-registered valuers are contracted for specific assets under service agreements to ensure consistency of quality and advice. In the UK, an independent third-party market indexation is applied to update external valuations for commercial property, once they are more than a year old. For loan obligations in excess of £2.5 million and where the charged property has a book value in excess of £0.5 million, a formal valuation review is typically commissioned at least every three years.


NatWest Group Annual Report on Form 20-F 2025	44

Credit risk continued

Problem debt management (audited)

When stress or financial difficulties are identified, NatWest Group collaborates closely with customers to support them.

Personal

Pre-emptive triggers, based on both NatWest Group and credit reference agency data, are used to identify customers that may be at risk of financial difficulty. NatWest Group proactively contacts these customers to offer support with the aim of preventing further deterioration of their financial position.

Financial Health and Support

When a customer exceeds an agreed limit or misses a regular monthly payment, the customer is contacted by NatWest Group and requested to remedy the position. If the situation is not resolved then, where appropriate, the Financial Health and Support team become involved and the customer is supported by skilled debt management staff who endeavour to provide customers with bespoke solutions.

If appropriate, a notice of intention to default and/or a formal demand may be issued to the customer. The account may also be registered with credit reference agencies. Subsequently, the customer’s debt may be referred to a third-party debt collection agency or solicitor, to agree an affordable repayment plan. The sale of unsecured debt may also be considered as an option.

Non-Personal

NatWest Group uses a range of early warning indicators to identify customers that may be exposed to emerging risks, including financial stress, allowing for increased monitoring where necessary. Early warning indicators may be internal, such as a customer’s bank account activity, or external, such as the share price of a publicly listed customer. When these indicators suggest that a customer is experiencing potential or actual difficulty, or if relationship managers or credit officers observe other signs of financial difficulty, the customer may be classified within the Wholesale Problem Debt Management framework.

Wholesale Problem Debt Management framework

This framework focuses on Non-Personal customers and is designed to provide early identification of credit deterioration, support intelligent risk-taking, ensure fair and consistent customer outcomes and provide key insights into Non-Personal lending portfolios.

There are two classifications in the framework that apply to non-defaulted customers that are in financial stress – Heightened Monitoring and Risk of Credit Loss. For the purposes of provisioning, all exposures categorised as Heightened Monitoring or Risk of Credit Loss are categorised as Stage 2 and subject to a lifetime loss assessment.

The framework also applies to those customers that have met NatWest Group’s default criteria (AQ10 exposures). Defaulted exposures are categorised as Stage 3 impaired for provisioning purposes.

Heightened Monitoring customers are performing customers that have met certain characteristics, which have led to significant credit deterioration. Characteristics include trading issues, covenant breaches, material probability of default (PD) downgrades and past due facilities.

Heightened Monitoring customers require pre-emptive actions (outside the customer’s normal trading patterns) to return or maintain their facilities within NatWest Group’s current risk appetite.

Risk of Credit Loss customers are performing customers that have met the criteria for Heightened Monitoring and also pose a risk of credit loss to NatWest Group in the next 12 months should mitigating action not be taken or not be successful.

The Wholesale Problem Debt Management framework does not apply to problem debt management for small and medium-sized enterprise retail customers. These customers are, where necessary, managed by specialist problem debt management teams, depending on the size of exposure or by the Financial Health and Support team where a loan has been impaired.


NatWest Group Annual Report on Form 20-F 2025	45

Credit risk continued

Problem debt management (audited) continued

Customer Lending Support

Where customers meet specific referral criteria, relationships are supported by the Customer Lending Support team.

Customer Lending Support works with corporate and commercial customers in financial difficulty to help them understand their options and how their restructuring or repayment strategies can be delivered.

Helping viable customers return to financial health and restoring a normal banking relationship is always the preferred outcome. However, where this is not possible, NatWest Group works with customers to achieve a solvent outcome.

Forbearance (audited)

Forbearance occurs when a concession is made on the contractual terms of a debt in response to a customer’s financial difficulties.

The aim of forbearance is to help the customer regain financial stability while reducing risk. To ensure that forbearance is appropriate for the customer, minimum standards are applied when assessing, recording, monitoring and reporting forbearance.

Personal

Forbearance options include payment concessions, loan rescheduling (such as extending contractual maturity), switching to interest-only payments, suspending interest or capitalising arrears. This support can be provided for both mortgages and unsecured lending.

Non-Personal

Forbearance may involve covenant waivers, amendments to margins, payment concessions and loan rescheduling (including extensions in contractual maturity), capitalisation of arrears, and debt forgiveness or debt-for-equity swaps.

Customer PD and facility loss given default (LGD) are reassessed prior to finalising any forbearance arrangement. The ultimate outcome of a forbearance strategy is highly dependent on the co-operation of the borrower and a viable business or repayment outcome. If forbearance becomes unsuitable or is unsuccessful, NatWest Group may pursue repayment, enforcement of security or insolvency proceedings, although these are options of last resort.

IFRS 9 models (audited)

IFRS 9 models provide PD, exposure at default (EAD) and LGD for the purpose of calculating ECL.

Model build

Risk ranking is normally the same as for internal ratings based (IRB) models to maintain consistency in risk measurement. Economic drivers are incorporated, normally by using stress models. Term structures are used to assess the risk of loss beyond 12 months that will affect lifetime loss for exposures which have significantly deteriorated (Stage 2) or defaulted (Stage 3).

Model application

Model application involves selecting forward-looking economic scenarios and assigning appropriate probability weights.

Model design principles

The modelling of ECL under IFRS 9 adopts the standard approach of breaking down credit loss estimation into its component parts of PD, LGD and EAD. To comply with IFRS 9, these model parameters are designed with the following characteristics:

●	Unbiased – provide a best estimate.
●	Point-in-time – reflecting current economic conditions as opposed to through-the-cycle.
---	---
●	Economic forecasts – IFRS 9 PD estimates and, where appropriate, EAD and LGD estimates reflecting economic forecasts.
---	---
●	Lifetime measurement – parameters are provided as multi-period term structures up to behavioural lifetimes.
---	---


NatWest Group Annual Report on Form 20-F 2025	46

Credit risk continued

IFRS 9 models (audited) continued

Personal

Personal PD models follow a discrete multi-horizon survival approach, predicting quarterly PDs up to lifetime at account level. A key driver is the score from related IRB PD models, with economic forecasts incorporated through the stress models.

Non-Personal

Non-Personal PD models use a point-in-time/through-the-cycle framework to provide point-in-time estimates that reflect economic conditions at the reporting date. A key driver is the score from related IRB PD models, with economic forecasts incorporated through the stress models.

LGD

Personal

Economic forecasts are incorporated for the secured portfolios, where changes in property prices can be readily accommodated. Analysis has shown limited sensitivity to economic conditions on LGDs for the other Personal portfolios.

Non-Personal

Economic forecasts are incorporated into LGD estimates using the existing point-in-time/through-the-cycle framework. However, for some portfolios, including low-default, sovereigns and banks, there is insufficient loss data to substantiate estimates that vary with economic conditions.

EAD

Personal

Revolving products employ existing IRB models as a foundation, with appropriate adjustments incorporating a term structure based on time to default. Amortising products use an amortisation schedule, where a formula is used to calculate the expected balance based on remaining terms and interest rates.

Non-Personal

EAD values rely on product-specific credit conversion factors (CCFs), closely mirroring the product segmentation and approach of the respective IRB model, but without conservative or downturn assumptions. These CCFs are estimated over multi-year time horizons.

Economic drivers (audited)

Introduction

The portfolio segmentation and selection of economic drivers for IFRS 9 follows the approach used in stress testing. The stress models for each portfolio segment (defined by product or asset class and where relevant, industry sector and region) are based on a selected, small number of economic variables that best explain the movements in portfolio loss rates. The process to select economic drivers uses empirical analysis and expert judgement.

The most significant economic drivers for material portfolios are shown in the table below:

Portfolio	Economic drivers
Personal mortgages	Unemployment rate, sterling swap rate, house price index, real wage
Personal unsecured	Unemployment rate, sterling swap rate, real wage
Corporates	Stock price index, gross domestic product (GDP)
Commercial real estate	Stock price index, commercial property price index, GDP


NatWest Group Annual Report on Form 20-F 2025	47

Credit risk continued

Economic drivers (audited) continued

Economic scenarios

At 31 December 2025, the range of anticipated future economic conditions was defined by a set of four internally developed scenarios and their respective probabilities. In addition to the base case, they comprised upside, downside and extreme downside scenarios.

For 31 December 2025, the four scenarios were deemed appropriate in capturing the uncertainty in economic forecasts and the non-linearity in outcomes under different scenarios. These four scenarios were developed to provide sufficient coverage to current risks faced by the economy and consider varying outcomes across the labour market, inflation, interest rate, asset price and economic growth, around which there remains pronounced levels of uncertainty.

Since 31 December 2024, the near-term economic growth outlook weakened, with growth in the second half of 2025 losing momentum. Inflation rose to nearly double the target level of 2% in 2025, with underlying price pressures remaining firm. However, there are tentative signs of easing inflationary pressures and inflation is assumed to fall back close to the target by the end of 2026. The peak unemployment rate is higher than at 31 December 2024. The unemployment rate is assumed to continue to rise in the near-term, albeit at a slower pace. The Bank of England is expected to continue cutting interest rates in a ‘gradual and careful’ manner with an assumed terminal rate in the base case of 3.25%, marginally lower compared to 3.5% assumed at 31 December 2024. Housing market activities remained resilient in 2025, with prices expected to grow modestly.

High-level narrative – potential developments, vulnerabilities and risks
Growth	Outperformance sustained – above trend growth as consumer sentiment recovers	Upside
		Steady growth – staying close to trend pace	Base case
		Stalling – cautious consumer and policy uncertainty weighs on activity	Downside
		Extreme stress – extreme fall in GDP, with policy support to facilitate sharp recovery	Extreme downside
Inflation	Sticky – strong growth and/or wage policies keep services inflation above target in medium term	Upside
		Battle won – beyond near-term volatility, services inflation continues to ease, 2% target is met on a sustained basis	Base case
		Slow – above target inflation in 2026 but swiftly falls to lower levels	Downside
		Close to deflation – inflationary pressures diminish amidst pronounced weakness in demand	Extreme downside
Labour market	Recovery – job growth rebounds strongly, reversing much of the recent rise in unemployment rate	Upside
		Cooling continues – gradual loosening continues into 2026, before improving	Base case
		Job shedding – redundancies, reduced hours, building slack	Downside
		Depression – unemployment hits levels close to previous peaks amid severe stress	Extreme downside
Rates short-term	Limited cuts – higher growth and inflation keep the Monetary Policy Committee cautious	Upside
		Steady – rate cutting cycle largely done, two further rate cuts	Base case
		Supportive – sharp declines to support recovery	Downside
		Sharp drop – drastic easing in policy to support a sharp deterioration in the economy	Extreme downside
Rates long-term	Above consensus – 4%	Upside
		Middle – 3.25%	Base case
		Low – 2.5% and below	Downside/Extreme downside


NatWest Group Annual Report on Form 20-F 2025	48

Credit risk continued

Economic drivers (audited) continued

Main macroeconomic variables

The main macroeconomic variables for each of the four scenarios used for ECL modelling are set out in the table below.


		2025									2024
								Extreme		Weighted				Extreme	Weighted
		Upside		Base case		Downside		downside		average	Upside	Base case	Downside	downside	average
Five-year summary		%		%		%		%		%	%	%	%	%	%
GDP	****	2.1	****	1.4	****	0.5	****	0.1	****	1.2	2.0	1.3	0.5	(0.2)	1.1
Unemployment rate	****	4.3	****	5.1	****	5.6	****	7.0	****	5.3	3.6	4.3	5.0	6.7	4.6
House price index	****	5.7	****	3.3	****	0.6	****	(3.8)	****	2.6	5.8	3.5	0.8	(4.3)	2.7
Commercial real estate price	****	6.1	****	2.2	****	(0.3)	****	(5.0)	****	1.9	5.4	1.2	(1.0)	(5.7)	1.1
Consumer price index	****	2.6	****	2.4	****	2.4	****	1.8	****	2.3	2.4	2.2	3.5	1.6	2.4
Bank of England base rate	****	4.0	****	3.5	****	2.6	****	1.4	****	3.2	4.4	4.0	3.0	1.6	3.6
Stock price index	****	6.2	****	4.8	****	2.8	****	1.1	****	4.3	6.3	5.0	3.4	1.1	4.5
World GDP	****	3.7	****	3.1	****	2.5	****	2.2	****	3.0	3.8	3.2	2.5	1.6	3.0
Probability weight	****	22.4	****	45.0	****	19.5	****	13.1			23.2	45.0	19.1	12.7

(1)	The five-year summary runs from 2025-2029 for 31 December 2025 and from 2024-2028 for 31 December 2024.
(2)	The table shows compound annual growth rate (CAGR) for GDP, average levels for the unemployment rate and Bank of England base rate and Q4 to Q4 CAGR for other parameters.
---	---
(3)	An implicit carbon price is an additional cost related to greenhouse gas emissions as a result of climate transition policy.
---	---

Climate transition

Since 2023, NatWest Group has assessed the implicit contribution to its base case macroeconomic scenario from changes in UK transition policy, expressed as an additional implicit sectoral carbon price^(3)^. Climate transition policy contribution to the total ECL was immaterial at the end of 2025.

In 2025, NatWest Group individually assessed 50 active and potential UK transition policies that had a significant impact on the cost of emissions – for example, the Emissions Trading Scheme and Renewables Obligation – and converted them into equivalent implicit sectoral carbon prices. The prices were calculated as the cost per tonne of emissions abated by each policy. Using an internally developed model, NatWest Group estimated the impact of sector carbon prices on key macroeconomic variables such as GDP and unemployment. Using this analysis, NatWest Group created two scenarios, the baseline, which incorporates climate transition related impacts, and an alternative scenario, which excludes them. Comparing ECL under these two scenarios allowed NatWest Group to estimate an aggregate macroeconomic impact of the analysed transition policies and their contribution to ECL.

The current approach does not include physical risks and transition risks, beyond the assessed transition policies. NatWest Group will continue to enhance and develop the approach as reliable data and methodology become available.

Probability weightings of scenarios

NatWest Group applies a quantitative approach for IFRS 9 multiple economic scenarios by selecting specific discrete scenarios that represent the range of risks in the economic outlook and assigning appropriate probability weights.

The approach involves comparing GDP paths for NatWest Group’s scenarios against a set of 1,000 model simulations to determine the percentile in the distribution that aligns most closely with each scenario. The probability weight for the base case is determined first using judgement, while probability weights for the alternative scenarios are then assigned based on these percentiles scores.

The weights were broadly comparable to those used at 31 December 2024 but with slightly more downside skew. The assigned probability weights were judged to be aligned with the subjective assessment of balance of the risks in the economy. Given the balance of risks that the economies in which NatWest Group operates are exposed to, NatWest Group judges it appropriate that downside-biased scenarios have higher combined probability weights than the upside-biased scenario.

It presents good coverage to the range of outcomes assumed in the scenarios, including the potential for a robust recovery on the upside and exceptionally challenging outcomes on the downside. A 22.4% weighting was applied to the upside scenario, a 45.0% weighting applied to the base case scenario, a 19.5% weighting applied to the downside scenario and a 13.1% weighting applied to the extreme downside scenario.


NatWest Group Annual Report on Form 20-F 2025	49

Credit risk continued

Economic drivers (audited) continued


NatWest Group Annual Report on Form 20-F 2025	50

Credit risk continued

Economic drivers (audited) continued

Annual figures


		GDP - annual growth
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		1.4		1.4		1.4		1.4		1.4
2026	****	1.9	****	1.0	****	0.3	****	(3.7)	****	0.5
2027	****	3.2	****	1.5	****	(0.6)	****	(0.2)	****	1.3
2028	****	2.3	****	1.4	****	0.2	****	1.4	****	1.4
2029	****	1.6	****	1.4	****	1.4	****	1.4	****	1.5
2030	****	1.6	****	1.4	****	1.7	****	1.4	****	1.5


		Unemployment rate - annual average
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		4.8		4.8		4.8		4.8		4.8
2026	****	4.7	****	5.4	****	5.5	****	6.1	****	5.3
2027	****	4.1	****	5.2	****	6.1	****	8.1	****	5.5
2028	****	4.1	****	5.1	****	6.0	****	8.3	****	5.4
2029	****	4.0	****	4.9	****	5.7	****	7.6	****	5.2
2030	****	4.0	****	4.8	****	5.5	****	6.9	****	5.1


		House price index - four quarter change
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		3.0		3.0		3.0		3.0		3.0
2026	****	7.8	****	3.4	****	(1.2)	****	(13.1)	****	1.3
2027	****	7.2	****	3.4	****	(2.8)	****	(14.1)	****	1.2
2028	****	5.1	****	3.4	****	0.1	****	(0.2)	****	2.9
2029	****	5.4	****	3.4	****	4.4	****	7.2	****	4.5
2030	****	5.6	****	3.4	****	4.2	****	6.6	****	4.4


		Commercial real estate price - four quarter change
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		2.6		2.6		2.6		2.6		2.6
2026	****	14.1	****	2.9	****	(6.8)	****	(24.1)	****	—
2027	****	4.4	****	2.6	****	(2.5)	****	(13.0)	****	0.6
2028	****	5.5	****	1.5	****	2.8	****	7.0	****	3.3
2029	****	4.2	****	1.6	****	2.6	****	6.8	****	2.9
2030	****	2.7	****	1.6	****	2.5	****	6.5	****	2.5


		Consumer price index - four quarter change
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		3.6		3.6		3.6		3.6		3.6
2026	****	2.7	****	2.3	****	2.7	****	0.6	****	2.3
2027	****	2.4	****	2.0	****	1.8	****	1.1	****	1.9
2028	****	2.1	****	2.0	****	1.7	****	1.8	****	1.9
2029	****	2.0	****	2.0	****	2.0	****	2.0	****	2.0
2030	****	2.0	****	2.0	****	2.0	****	2.0	****	2.0


NatWest Group Annual Report on Form 20-F 2025	51

Credit risk continued

Economic drivers (audited) continued


		Bank of England base rate - annual average
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		4.24		4.24		4.24		4.24		4.24
2026	****	4.00	****	3.52	****	2.94	****	1.14	****	3.20
2027	****	4.00	****	3.25	****	2.00	****	0.17	****	2.77
2028	****	4.00	****	3.25	****	2.00	****	0.39	****	2.80
2029	****	4.00	****	3.25	****	2.00	****	1.02	****	2.88
2030	****	4.00	****	3.25	****	2.15	****	1.82	****	3.02


		Stock price index - four quarter change
	****	Upside %		Base case %		Downside %		Extreme downside %		Weighted average %
2025		11.1		11.1		11.1		11.1		11.1
2026	****	8.1	****	3.3	****	(16.0)	****	(52.9)	****	(6.7)
2027	****	5.1	****	3.3	****	7.2	****	33.9	****	6.5
2028	****	3.5	****	3.3	****	7.2	****	25.3	****	5.9
2029	****	3.5	****	3.3	****	7.2	****	20.2	****	5.7
2030	****	3.0	****	3.3	****	7.2	****	16.8	****	5.5

Worst points


		2025									2024
						Extreme				Weighted			Extreme		Weighted
		Downside				downside				average	Downside		downside		average
		%		Quarter		%		Quarter		%	%	Quarter	%	Quarter	%
GDP		—		Q4 2027		(3.8)		Q4 2026		—	—	Q1 2024	(4.1)	Q4 2025	—
Unemployment rate - peak		6.2		Q4 2027		8.5		Q4 2027		5.6	5.6	Q4 2026	8.5	Q1 2027	4.9
House price index		(2.4)		Q2 2028		(25.9)		Q2 2028		—	(1.9)	Q2 2027	(25.6)	Q3 2027	—
Commercial real estate price		(7.3)		Q2 2027		(33.3)		Q3 2027		—	(10.5)	Q2 2026	(35.0)	Q3 2026	(1.8)
Consumer price index - highest four quarter change		3.8		Q3 2025		3.8		Q3 2025		3.8	6.1	Q1 2026	3.5	Q1 2024	3.5
Bank of England base rate - extreme level		2.0		Q1 2025		0.1		Q1 2025		2.8	2.0	Q1 2024	0.1	Q1 2024	2.9
Stock price index	****	(6.7)	****	Q4 2026	****	(47.7)	****	Q4 2026	****	—	(0.2)	Q4 2025	(27.4)	Q4 2025	—

(1)

The figures show falls relative to the starting period for GDP, house price index, commercial real estate price and stock price index. For unemployment rate, it shows highest value through the scenario horizon. For consumer price index, it shows highest annual percentage change. For Bank of England base rate, it shows highest or lowest value through the horizon. The calculations are performed over five years, with a starting point of Q4 2024 for 31 December 2025 scenarios and Q4 2023 for 31 December 2024 scenarios.


NatWest Group Annual Report on Form 20-F 2025	52

Credit risk continued

Impairment, provisioning and write-offs (audited)

In the overall assessment of credit risk, impairment provisioning and write-offs are used as key indicators of credit quality.

SICR

Defaulted exposures are classified in Stage 3 and subject to lifetime ECL measurement. Remaining exposures are assessed for SICR since initial recognition. Where exposures are identified with SICR, they are classified in Stage 2 and assessed using a lifetime ECL measurement. Exposures not considered deteriorated are assessed with a 12-month ECL. NatWest Group applies a framework to identify deterioration, primarily based on changes in lifetime PD, supported by additional qualitative high-risk backstops.

●	IFRS 9 lifetime PD assessment (the primary driver) – relies on measuring the relative deterioration in forward-looking lifetime PD and is assessed monthly. SICR is determined by comparing the residual lifetime PD at the balance sheet date with the lifetime PD at the date of initial recognition (DOIR). If the current lifetime PD exceeds the origination PD by more than a defined threshold, SICR is assumed to have occurred and the exposure moved into Stage 2 for a lifetime ECL assessment. For Non-Personal, a doubling of PD would indicate a SICR, subject to a minimum PD uplift of 0.1%. For Personal portfolios and small and medium-sized enterprise retail, the criteria vary by risk band, as detailed in the following table:
Personal risk bands	PD bandings (based on ** residual lifetime PD calculated at DOIR)**	PD deterioration threshold criteria
---	---	---
A	<0.762%	PD@DOIR + 1%
B	<4.306%	PD@DOIR + 3%
C	>=4.306%	1.7 x PD@DOIR

●

Qualitative high-risk backstop assessment – supplements the PD assessment to evaluate whether significant deterioration in lifetime risk of default occurred. This included the mandatory 30+ days past due backstop, as prescribed by IFRS 9 guidance, as well as other elements such as forbearance support, Non-Personal exposures managed within the Wholesale Problem Debt Management framework, and adverse credit bureau results for Personal customers.

●

Persistence (Personal and small and medium-sized enterprise retail customers only) – the persistence rule ensures that accounts which have met the criteria for PD driven deterioration are still considered to be significantly deteriorated for three months thereafter. This additional rule enhances the timeliness of capture into Stage 2. The persistence rule is applied to PD driven deterioration only.

---

Lifetime

The definitions of initial recognition and asset lifetime are important considerations when determining the amount of lifetime losses to be applied.

●	Initial recognition refers to the date that a transaction (or account) is first recognised on the balance sheet, with the PD at that point serving as the basis for subsequent determination of SICR, as detailed above.
●	For asset lifetime, the approach is aligned with IFRS 9 requirements:
---	---
o	Term lending – the contractual maturity date is used and adjusted for behavioural trends where applicable, such as expected prepayment and amortisation.
---	---
o	Revolving facilities – for Personal portfolios (excluding credit cards), asset duration is determined by behavioural life, which was typically greater than contractual life. For the Non-Personal portfolios, asset duration is based on annual customer review schedules.
---	---

Governance

The IFRS 9 PD, EAD and LGD models are subject to NatWest Group’s model risk policy,which stipulates periodic model monitoring and, re-validation and defines approval procedures and authorities according to model materiality. Post model adjustments are applied where management deemed them necessary to ensure an adequate level of overall ECL provision. All post model adjustments undergo review, challenge and approval by the relevant model or provisioning committees.

Post model adjustments will remain a key focus area of NatWest Group’s ongoing ECL adequacy assessment process. A comprehensive framework has been established that incorporates analysis of diverse economic data, external benchmarks and portfolio performance trends with a particular focus on segments (across both Personal and Non-Personal portfolios) that may be more susceptible to specific risk factors.


NatWest Group Annual Report on Form 20-F 2025	53

Credit risk continued

Measurement uncertainty and ECL sensitivity analysis (audited)

The recognition and measurement of ECL is complex and requires significant judgement and estimation, especially during times of economic volatility and uncertainty. This includes the formulation and incorporation of multiple forward-looking economic conditions into ECL to meet the measurement objectives of IFRS 9. The ECL provision is sensitive to the model inputs and economic assumptions used in the estimation.

Simulations were conducted to assess the impact of various economic scenarios, including base case, upside, downside and extreme downside scenarios. The potential ECL impacts reflected the simulated impact as at 31 December 2025. In the simulations, NatWest Group assumed that the economic macro variables associated with each scenario would replace the existing base case economic assumptions, giving them a 100% probability weighting and therefore serving as a single economic scenario.

These scenarios were applied to all modelled portfolios in the table, with the simulation affecting both PDs and LGDs. Post model adjustments included in the ECL estimates were adjusted in line with the modelled ECL movements. However, adjustments that were judgemental in nature, such as those for deferred model calibrations and economic uncertainty, were not automatically recalculated. Instead, they will be re-evaluated by management through ECL governance for any new economic scenario outlook.

As expected, the scenarios created varying impacts on ECL by portfolio, and these impacts were deemed reasonable. The simulations assumed that existing modelled relationships between key economic variables and drivers would hold. However, in practice, other factors such as potential changes in customer behaviour and policy changes could also impact the wider availability of credit.

The focus of the simulations was on ECL provisioning requirements for performing exposures in Stage 1 and Stage 2. The simulations were run on a stand-alone basis and were independent of each other. Scenario impacts on SICR were considered when evaluating the ECL movements of Stage 1 and Stage 2. In all scenarios, the total exposure remained the same, but exposure by stage varied.

Stage 3 provisions are not subject to the same level of measurement uncertainty, as default is an observed event as at the balance sheet date and defaulted LGD is typically more impacted by borrower specific factors rather than economics. Therefore, Stage 3 provisions were not considered in this analysis. NatWest Group’s core criterion for identifying a SICR is based on PD deterioration. Under the simulations, changes in PDs resulted in exposures moving between Stage 1 and Stage 2, contributing to the ECL impact.


NatWest Group Annual Report on Form 20-F 2025	54

Credit risk continued

Measurement uncertainty and ECL sensitivity analysis (audited)


					Moderate		Moderate		Extreme
			Base		upside		downside		downside
2025	Actual		scenario		scenario		scenario		scenario	****
Stage 1 modelled loans (m)
Retail Banking - mortgages	181,869		182,357		183,665		181,119		176,988	****
Retail Banking - unsecured	12,761	****	12,858	****	13,232	****	12,601	****	11,683
Non-Personal - property	31,809	****	31,924	****	31,995	****	31,764	****	23,027
Non-Personal - non-property	141,924	****	142,660	****	142,972	****	141,841	****	118,828
	368,363	****	369,799	****	371,864	****	367,325	****	330,526
Stage 1 modelled ECL (m)
Retail Banking - mortgages	42	****	42	****	41	****	42	****	43
Retail Banking - unsecured	293	****	300	****	288	****	291	****	278
Non-Personal - property	66	****	46	****	38	****	71	****	148
Non-Personal - non-property	189	****	156	****	144	****	202	****	353
	590	****	544	****	511	****	606	****	822
Stage 1 coverage (%)
Retail Banking - mortgages	0.02	%	0.02	%	0.02	%	0.02	%	0.02	%
Retail Banking - unsecured	2.30	%	2.33	%	2.18	%	2.31	%	2.38	%
Non-Personal - property	0.21	%	0.14	%	0.12	%	0.22	%	0.64	%
Non-Personal - non-property	0.13	%	0.11	%	0.10	%	0.14	%	0.30	%
	0.16	%	0.15	%	0.14	%	0.16	%	0.25	%
Stage 2 modelled loans (m)
Retail Banking - mortgages	15,821	****	15,333	****	14,025	****	16,571	****	20,702
Retail Banking - unsecured	3,621	****	3,524	****	3,150	****	3,781	****	4,699
Non-Personal - property	3,072	****	2,957	****	2,886	****	3,117	****	11,854
Non-Personal - non-property	15,721	****	14,985	****	14,673	****	15,804	****	38,817
	38,235	****	36,799	****	34,734	****	39,273	****	76,072
Stage 2 modelled ECL (m)
Retail Banking - mortgages	36	****	33	****	29	****	38	****	55
Retail Banking - unsecured	388	****	378	****	326	****	408	****	516
Non-Personal - property	55	****	47	****	42	****	59	****	351
Non-Personal - non-property	305	****	263	****	242	****	317	****	880
	784	****	721	****	639	****	822	****	1,802
Stage 2 coverage (%)
Retail Banking - mortgages	0.23	%	0.22	%	0.21	%	0.23	%	0.27	%
Retail Banking - unsecured	10.72	%	10.73	%	10.35	%	10.79	%	10.98	%
Non-Personal - property	1.79	%	1.59	%	1.46	%	1.89	%	2.96	%
Non-Personal - non-property	1.94	%	1.76	%	1.65	%	2.01	%	2.27	%
	2.05	%	1.96	%	1.84	%	2.09	%	2.37	%

All values are in British Pounds.

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	55

Credit risk continued

Measurement uncertainty and ECL sensitivity analysis (audited)


					Moderate		Moderate		Extreme
			Base		upside		downside		downside
2025	Actual		scenario		scenario		scenario		scenario	****
Stage 1 and Stage 2 modelled loans (m)
Retail Banking - mortgages	197,690		197,690		197,690		197,690		197,690	****
Retail Banking - unsecured	16,382	****	16,382	****	16,382	****	16,382	****	16,382
Non-Personal - property	34,881	****	34,881	****	34,881	****	34,881	****	34,881
Non-Personal - non-property	157,645	****	157,645	****	157,645	****	157,645	****	157,645
	406,598	****	406,598	****	406,598	****	406,598	****	406,598
Stage 1 and Stage 2 modelled ECL (m)
Retail Banking - mortgages	78	****	75	****	70	****	80	****	98
Retail Banking - unsecured	681	****	678	****	614	****	699	****	794
Non-Personal - property	121	****	93	****	80	****	130	****	499
Non-Personal - non-property	494	****	419	****	386	****	519	****	1,233
	1,374	****	1,265	****	1,150	****	1,428	****	2,624
Stage 1 and Stage 2 coverage (%)
Retail Banking - mortgages	0.04	%	0.04	%	0.04	%	0.04	%	0.05	%
Retail Banking - unsecured	4.16	%	4.14	%	3.75	%	4.27	%	4.85	%
Non-Personal - property	0.35	%	0.27	%	0.23	%	0.37	%	1.43	%
Non-Personal - non-property	0.31	%	0.27	%	0.24	%	0.33	%	0.78	%
	0.34	%	0.31	%	0.28	%	0.35	%	0.65	%
Reconciliation to Stage 1 and Stage 2 ECL (m)
ECL on modelled exposures	1,374	****	1,265	****	1,150	****	1,428	****	2,624
ECL on non-modelled exposures	36	****	36	****	36	****	36	****	36
Total Stage 1 and Stage 2 ECL (m)	1,410	****	1,301	****	1,186	****	1,464	****	2,660

Variance to actual total Stage 1 and Stage 2 ECL (m)	—	****	(109)	****	(224)	****	54	****	1,250
Reconciliation to Stage 1 and Stage 2 flow exposures (m)
Modelled loans	406,598		406,598	****	406,598	****	406,598	****	406,598
Non-modelled loans	19,264		19,264	****	19,264	****	19,264	****	19,264
Other asset classes	160,130		160,130	****	160,130	****	160,130	****	160,130

All values are in British Pounds.

(1)	Reflects ECL for all modelled exposure in scope for IFRS 9. The analysis excludes non-modelled portfolios and exposure relating to bonds and cash.
(2)	All simulations are run on a stand-alone basis and are independent of each other, with the potential ECL impact reflecting the simulated impact as at 31 December 2025. The simulations change the composition of Stage 1 and Stage 2 exposure but total exposure was unchanged under each scenario as the loan population was static.
---	---
(3)	Refer to the Economic drivers section for details of economic scenarios.
---	---
(4)	Refer to the NatWest Group 2024 Annual Report and Accounts for 2024 comparatives.
---	---
●	If the economics were as negative as observed in the extreme downside (i.e. 100% probability weighting), total Stage 1 and Stage 2 ECL was simulated to increase by £1.3 billion (approximately 90%). In this scenario, Stage 2 exposure increased significantly and was the key driver of the simulated ECL rise. The movement in Stage 2 balances in the other simulations was less significant.
---	---
●	In the Non-Personal portfolio, there was a significant increase in ECL under the extreme downside scenario on non-property portfolios, driven by a significant deterioration in the stock index.
---	---
●	Given the continued economic uncertainty, NatWest Group utilised a framework of quantitative and qualitative measures to support the levels of ECL coverage. This included economic data, credit performance insights and problem debt trends. This was particularly important for consideration of post model adjustments.
---	---


NatWest Group Annual Report on Form 20-F 2025	56

Credit risk continued

ECL post model adjustments (audited )

The table below shows ECL post model adjustments.


						Private Banking
		Retail Banking				& Wealth		Commercial
		Mortgages		Other		Management		& Institutional		Total
2025		£m		£m		£m		£m		£m
Deferred model calibrations	****	—	****	—	****	1	****	14	****	15
Economic uncertainty	****	44	****	42	****	11	****	149	****	246
Other adjustments	****	—	****	19	****	—	****	16	****	35
Total	****	44	****	61	****	12	****	179	****	296
Of which:
- Stage 1		33		38		4		73		148
- Stage 2		11		20		8		106		145
- Stage 3		—		3		—		—		3

2024
Deferred model calibrations		—		—		1		18		19
Economic uncertainty		90		22		8		179		299
Other adjustments		—		—		—		18		18
Total		90		22		9		215		336
Of which:
- Stage 1		58		9		5		94		166
- Stage 2		26		13		4		119		162
- Stage 3		6		—		—		2		8

Post model adjustments reduced since 31 December 2024, reflecting the removal of COVID-19 post model adjustments combined with updates to parameters.

●	Retail Banking – As at 31 December 2025, the post model adjustment for economic uncertainty decreased to £86 million (2024 – £112 million). This reduction was driven by a revision to the cost of living post model adjustment, standing at £86 million (2024 – £105 million), and was the sole remaining economic uncertainty post model adjustment. This change was based on a review of back-testing. Despite ongoing economic and geopolitical uncertainty, the Retail Banking portfolios demonstrated resilience, supported by a robust risk appetite. The cost of living post model adjustment continued to address the risk in segments of the Retail Banking portfolio that were more susceptible to affordability challenges. It focused on key affordability factors, including over-indebted borrowers, poor credit card affordability status and lower income customers in fuel poverty.
●	A £19 million post model adjustment was recognised as a judgemental measure while additional loss data is accumulated on the recently migrated Sainsbury’s Bank lending portfolio.
---	---
●	Commercial & Institutional – As at 31 December 2025, the post model adjustment for economic uncertainty decreased to £149 million (2024 – £179 million). The reduction was driven by the retirement of COVID-19 post model adjustments which were associated with government scheme lending (2024 – £29 million). The continued economic uncertainty post model adjustments reflected downgrades to risk profile that were applied to the sectors that were considered most at risk from the current economic and geopolitical headwinds.
---	---
●	The remaining £30 million (2024 – £36 million) of post model adjustments were for deferred model calibrations relating to refinance risk and to mitigate the effect of operational timing delays in the identification and flagging of a significant increase in credit risk.
---	---


NatWest Group Annual Report on Form 20-F 2025	57

Credit risk – Banking activities

Introduction

This section details the credit risk profile of NatWest Group’s banking activities. Refer to Accounting policy 2.3 and Note 14 to the consolidated financial statements for policies and critical judgements relating to impairment loss determination.

Financial instruments within the scope of the IFRS 9 ECL framework (audited)

Refer to Note 9 to the consolidated financial statements for balance sheet analysis of financial assets that are classified as amortised cost or fair value through other comprehensive income (FVOCI), the starting point for IFRS 9 ECL framework assessment.


		31 December 2025					31 December 2024
		Gross		ECL		Net	Gross		ECL	Net
		£bn		£bn		£bn	£bn		£bn	£bn
Balance sheet total gross amortised cost and FVOCI		593.9					567.2
In scope of IFRS 9 ECL framework		592.4					564.4
% in scope		100	%				100	%
Loans to customers - in scope - amortised cost	****	422.9	****	3.6	****	419.3	404.2		3.4	400.8
Loans to customers - in scope - FVOCI	****	0.2	****	—	****	0.2	—		—	—
Loans to banks - in scope - amortised cost	****	6.8	****	—	****	6.8	6.0		—	6.0
Total loans - in scope	****	429.9	****	3.6	****	426.3	410.2		3.4	406.8
Stage 1	****	386.6	****	0.6	****	386.0	363.8		0.6	363.2
Stage 2	****	38.6	****	0.8	****	37.8	40.5		0.8	39.7
Stage 3	****	4.7	****	2.2	****	2.5	5.9		2.0	3.9
Other financial assets - in scope - amortised cost	****	120.7	****	—	****	120.7	116.4		—	116.4
Other financial assets - in scope - FVOCI	****	41.8	****	—	****	41.8	37.8		—	37.8
Total other financial assets - in scope	****	162.5	****	—	****	162.5	154.2		—	154.2
Stage 1	****	161.5	****	—	****	161.5	153.4		—	153.4
Stage 2	****	1.0	****	—	****	1.0	0.8		—	0.8
Out of scope of IFRS 9 ECL framework	****	1.5	****	na	****	1.5	2.8		na	2.8
Loans to customers - out of scope - amortised cost	****	(0.6)	****	na	****	(0.6)	(0.5)		na	(0.5)
Loans to banks - out of scope - amortised cost	****	0.2	****	na	****	0.2	0.1		na	0.1
Other financial assets - out of scope - amortised cost	****	1.7	****	na	****	1.7	3.2		na	3.2
Other financial assets - out of scope - FVOCI	****	0.2	****	na	****	0.2	—		na	—
na = not applicable


NatWest Group Annual Report on Form 20-F 2025	58

Credit risk – Banking activities continued

Financial instruments within the scope of the IFRS 9 ECL framework (audited) continued

The assets outside the scope of IFRS 9 ECL framework were as follows:

●	Settlement balances, items in the course of collection, cash balances and other non-credit risk assets of £1.8 billion (2024 – £3.3 billion). These were assessed as having no ECL unless there was evidence that they were defaulted.
●	Equity shares of £0.1 billion (2024 – £0.2 billion) as not within the IFRS 9 ECL framework by definition.
---	---
●	Fair value adjustments on loans hedged by interest rate swaps, where the underlying loan was within the IFRS 9 ECL scope of £(0.3) billion (2024 – £(0.5) billion).
---	---

Contingent liabilities and commitments

Total contingent liabilities (including financial guarantees) and commitments within IFRS 9 ECL scope of £147.2 billion (2024 – £140.0 billion) comprised Stage 1 £135.8 billion (2024 – £129.8 billion); Stage 2 £10.8 billion (2024 – £9.4 billion); and Stage 3 £0.6 billion (2024 – £0.8 billion). The ECL relating to off-balance sheet exposures was £0.1 billion (2024 – £0.1 billion). The total ECL in the remainder of the Credit risk section of £3.6 billion (2024 – £3.4 billion) included ECL for both on and off-balance sheet exposures.


NatWest Group Annual Report on Form 20-F 2025	59

Credit risk – Banking activities continued

Segment analysis – portfolio summary (audited)

The table below shows gross loans and ECL, by segment and stage, within the scope of the IFRS 9 ECL framework.


												Of which:
												Personal								Non-Personal
				Private										Private						Private
				Banking &										Banking &						Banking &
		Retail		Wealth		Commercial &		Central items				Retail		Wealth		Commercial &		Central items		Wealth		Commercial &		Central items
		Banking		Management		Institutional		& other		Total		Banking		Management		Institutional		& other		Management		Institutional		& other
2025		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m
Loans - amortised cost and FVOCI (1,2)
Stage 1	****	196,325	****	17,552	****	138,769	****	34,005	****	386,651	****	196,325	****	14,140	****	2,355		84	****	3,412	****	136,414	****	33,921
Stage 2	****	19,113	****	1,115	****	18,289	****	65	****	38,582	****	19,113	****	337	****	32		18	****	778	****	18,257	****	47
Stage 3	****	2,231	****	348	****	2,102		2	****	4,683	****	2,231	****	260	****	44		2	****	88	****	2,058		—
Of which: individual		—		276		1,180		—		1,456		—		188		5		—		88		1,175		—
Of which: collective		2,231		72		922		2		3,227		2,231		72		39		2		—		883		—
Total	****	217,669	****	19,015		159,160	****	34,072	****	429,916	****	217,669	****	14,737	****	2,431	****	104	****	4,278	****	156,729	****	33,968
ECL provisions (3)
Stage 1	****	335	****	13	****	256	****	10	****	614	****	335	****	3	****	1		3	****	10	****	255	****	7
Stage 2	****	424	****	13	****	357	****	2	****	796	****	424	****	1		—		1	****	12	****	357	****	1
Stage 3	****	1,075	****	50	****	1,048		2	****	2,175	****	1,075	****	24	****	11		2	****	26	****	1,037		—
Of which: individual		—		50		548		—		598		—		24		5		—		26		543		—
Of which: collective		1,075		—		500		2		1,577		1,075		—		6		2		—		494		—
Total		1,834		76		1,661		14		3,585		1,834		28		12		6		48		1,649		8
ECL provisions coverage (4)
Stage 1 (%)	****	0.17		0.07		0.18		0.03		0.16		0.17		0.02		0.04		3.57		0.29		0.19		0.02
Stage 2 (%)	****	2.22		1.17		1.95		3.08		2.06		2.22		0.30		—		5.56		1.54		1.96		2.13
Stage 3 (%)	****	48.18		14.37		49.86		100.00		46.44		48.18		9.23		25.00		100.00		29.55		50.39		—
Total	****	0.84		0.40		1.04		0.04		0.83		0.84		0.19		0.49		5.77		1.12		1.05		0.02
Impairment (releases)/losses			****		****		****		****		****		****		****		****		****		****		****
ECL (release)/charge (5)	****	437		10		225		(1)		671		437		5		1		7		5		224		(8)
Stage 1	****	(67)		(9)		(124)		(4)		(204)		(67)		(1)		(1)		4		(8)		(123)		(8)
Stage 2	****	295		9		116		1		421		295		2		1		1		7		115		—
Stage 3	****	209		10		233		2		454		209		4		1		2		6		232		—
Of which: individual		—		10		178		—		188		—		4		—		—		6		178		—
Of which: collective		209		—		55		2		266		209		—		1		2		—		54		—
Total	****	437		10		225		(1)		671		437		5		1		7		5		224		(8)
Amounts written-off	****	373		1		205		—		579		373		1		6		—		—		199		—
Of which: individual		—		1		136		—		137		—		1		—		—		—		136		—
Of which: collective		373		—		69		—		442		373		—		6		—		—		63		—

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	60

Credit risk – Banking activities continued

Segment analysis – portfolio summary (audited) continued


						Of which:
						Personal				Non-Personal
		Private					Private			Private
		Banking &					Banking &			Banking &
	Retail	Wealth	Commercial &	Central items		Retail	Wealth	Commercial &	Central items	Wealth	Commercial &	Central items
	Banking	Management	Institutional	& other	Total	Banking	Management	Institutional	& other	Management	Institutional	& other
2024	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Loans - amortised cost and FVOCI (1,2)
Stage 1	182,366	17,155	128,988	35,312	363,821	182,366	13,726	2,226	—	3,429	126,762	35,312
Stage 2	24,242	844	15,339	49	40,474	24,242	352	42	—	492	15,297	49
Stage 3	3,268	322	2,340	—	5,930	3,268	251	52	—	71	2,288	—
Of which: individual	—	233	1,052	—	1,285	—	162	5	—	71	1,047	—
Of which: collective	3,268	89	1,288	—	4,645	3,268	89	47	—	—	1,241	—
Total	209,876	18,321	146,667	35,361	410,225	209,876	14,329	2,320	—	3,992	144,347	35,361
ECL provisions (3)
Stage 1	279	16	289	14	598	279	2	3	—	14	286	14
Stage 2	428	12	346	1	787	428	1	—	—	11	346	1
Stage 3	1,063	36	941	—	2,040	1,063	21	15	—	15	926	—
Of which: individual	—	36	415	—	451	—	21	7	—	15	408	—
Of which: collective	1,063	—	526	—	1,589	1,063	—	8	—	—	518	—
Total	1,770	64	1,576	15	3,425	1,770	24	18	—	40	1,558	15
ECL provisions coverage (4)
Stage 1 (%)	0.15	0.09	0.22	0.04	0.16	0.15	0.01	0.13	—	0.41	0.23	0.04
Stage 2 (%)	1.77	1.42	2.26	2.04	1.94	1.77	0.28	—	—	2.24	2.26	2.04
Stage 3 (%)	32.53	11.18	40.21	—	34.40	32.53	8.37	28.85	—	21.13	40.47	—
Total	0.84	0.35	1.07	0.04	0.83	0.84	0.17	0.78	—	1.00	1.08	0.04
Impairment (releases)/losses
ECL (release)/charge (5)	282	(11)	98	(10)	359	282	1	1	—	(12)	97	(10)
Stage 1	(208)	(11)	(205)	(14)	(438)	(208)	(2)	(1)	—	(9)	(204)	(14)
Stage 2	278	(1)	79	4	360	278	2	1	—	(3)	78	4
Stage 3	212	1	224	—	437	212	1	1	—	—	223	—
Of which: individual	—	1	191	—	192	—	1	(1)	—	—	192	—
Of which: collective	212	—	33	—	245	212	—	2	—	—	31	—
Total	282	(11)	98	(10)	359	282	1	1	—	(12)	97	(10)
Amounts written-off	430	1	223	—	654	430	1	2	—	—	221	—
Of which: individual	—	1	143	—	144	—	1	—	—	—	143	—
Of which: collective	430	—	80	—	510	430	—	2	—	—	78	—

(1)	The table shows gross loans only and excludes amounts that were outside the scope of the ECL framework. Other financial assets within the scope of the IFRS 9 ECL framework were cash and balances at central banks totalling £84.1 billion (2024 – £91.8 billion) and debt securities of £78.4 billion (2024 – £62.4 billion).
(2)	Includes loans to customers and banks.
---	---
(3)	Includes £6 million (2024 – £4 million) related to assets classified as FVOCI and £0.1 billion (2024 – £0.1 billion) related to off-balance sheet exposures.
---	---
(4)	ECL provisions coverage is calculated as ECL provisions, including ECL for other non-loan assets and unutilised exposure, divided by loans – amortised cost and FVOCI. Some segments with a high proportion of debt securities or unutilised exposure may result in a not meaningful (nm) coverage ratio.
---	---
(5)	Includes a £6 million release (2024 - £12 million release) related to other financial assets, of which £1 million charge (2024 - £4 million release) related to assets classified as FVOCI and includes a £3 million charge (2024 - £5 million release) related to contingent liabilities.
---	---


NatWest Group Annual Report on Form 20-F 2025	61

Credit risk – Banking activities continued

Segmental loans and impairment metrics (audited)

●

Retail Banking – Balance sheet growth during the year was mainly due to mortgages. Within the Unsecured portfolios, alongside organic growth in the credit cards and personal loans portfolios, the acquisition of the Sainsbury’s Bank portfolios further contributed to the balance sheet growth. Asset quality was maintained during the year, reflecting ongoing customer resilience and robust risk appetite. Alongside steady portfolio performance, good book and total ECL coverage for Retail Banking remained broadly consistent with 31 December 2024. Underlying ECL coverage increased due to growth in unsecured lending, including the acquisition of the Sainsbury’s Bank portfolio earlier in 2025, but this was offset by balance sheet management actions, including a mortgage securitisation transaction and unsecured debt sales. The proportion of Stage 3 loans declined over the year, mainly as a result of the balance sheet management actions described above, notably the mortgage securitisation, which reduced Stage 3 loans by £0.8 billion. Furthermore, there was an enhancement to the mortgage definition of default systems and process, resulting in approximately £0.4 billion of loans migrating from Stage 3 back to the good book. While default performance was broadly stable overall, unsecured flows into Stage 3 increased year-on-year, driven by strategic growth and seasoning of credit card balances since 2022.

●

Commercial & Institutional – Balance sheet growth in the year was primarily in corporates and institutions and was reflected in Stage 1. Despite the increase in performing book exposures, performing book provisions decreased, driven by reductions in post model adjustments for economic uncertainty. Total provision balance growth primarily reflected the impact of a small number of individual charges in Stage 3. Despite the increase in Stage 3 ECL, loan balances flowing into Stage 3 were lower than the prior year. The combination of increased Stage 3 charges combined with lower inflows into Stage 3 drove the increase in Stage 3 ECL provisions coverage. Total book coverage remained broadly similar year-on-year, as the increase in Stage 3 ECL provisions coverage was more than offset by reductions in performing book coverage. The full year 2025 total charge was higher compared to 2024, primarily as the good book release in 2025 was notably lower than the release in 2024. The lower release in 2025 reflected lower reductions in post model adjustments compared to 2024.

---

Sector analysis – portfolio summary (audited)

The table below shows financial assets and off-balance sheet exposures gross of ECL and related ECL provisions, impairment and past due by sector, asset quality and geographical region.


	Personal									Non-Personal
		Mortgages (1)		Credit cards		Other personal		Total		Corporate and other		Financial institutions		Sovereign		Total		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		£m
Loans by geography		215,229		8,311		11,401		234,941		118,229		74,456		2,290		194,975		429,916
- UK		215,220		8,311		11,401		234,932		101,441		45,700		1,477		148,618		383,550
- Other Europe		9		—		—		9		7,010		14,059		351		21,420		21,429
- RoW		—		—		—		—		9,778		14,697		462		24,937		24,937
Loans by stage	****	215,229	****	8,311	****	11,401	****	234,941	****	118,229	****	74,456	****	2,290	****	194,975	****	429,916
- Stage 1		197,939		5,988		8,977		212,904		97,779		73,959		2,009		173,747		386,651
- Stage 2		15,951		2,081		1,468		19,500		18,460		356		266		19,082		38,582
- Stage 3		1,339		242		956		2,537		1,990		141		15		2,146		4,683
- Of which: individual		167		1		25		193		1,112		136		15		1,263		1,456
- Of which: collective		1,172		241		931		2,344		878		5		—		883		3,227
Loans - past due analysis	****	215,229	****	8,311	****	11,401	****	234,941	****	118,229	****	74,456	****	2,290	****	194,975	****	429,916
- Not past due		212,492		7,993		10,388		230,873		114,895		74,257		2,275		191,427		422,300
- Past due 1-30 days		1,510		71		92		1,673		2,261		137		—		2,398		4,071
- Past due 31-90 days		469		86		130		685		274		8		—		282		967
- Past due 91-180 days		275		62		104		441		110		6		—		116		557
- Past due >180 days		483		99		687		1,269		689		48		15		752		2,021
Loans - Stage 2	****	15,951	****	2,081	****	1,468	****	19,500	****	18,460	****	356	****	266	****	19,082	****	38,582
- Not past due		14,521		1,979		1,335		17,835		17,605		343		266		18,214		36,049
- Past due 1-30 days		1,138		41		48		1,227		610		5		—		615		1,842
- Past due 31-90 days		292		61		85		438		245		8		—		253		691
Weighted average life (2)			****		****		****		****		****		****		****		****
- ECL measurement (years)	****	9	****	4	****	6	****	5	****	7	****	4	****	nm	****	6	****	6
Weighted average 12 months PDs (2)			****		****		****		****		****		****		****		****
- IFRS 9 (%)	****	0.46	****	3.68	****	5.05	****	0.77	****	1.18	****	0.14	****	5.40	****	0.83	****	0.80
- Basel (%)	****	0.62	****	3.91	****	3.52	****	0.85	****	1.04	****	0.15	****	5.40	****	0.75	****	0.80
ECL provisions by geography	****	272	****	520	****	1,088	****	1,880	****	1,532	****	155	****	18	****	1,705	****	3,585
- UK		270		520		1,088		1,878		1,367		103		5		1,475		3,353
- Other Europe		2		—		—		2		104		10		1		115		117
- RoW		—		—		—		—		61		42		12		115		115

For the notes to this table refer to page 65.


NatWest Group Annual Report on Form 20-F 2025	62

Credit risk – Banking activities continued

Sector analysis – portfolio summary (audited) continued


		Personal								Non-Personal
		Mortgages (1)		Credit cards		Other personal		Total		Corporate and other (2)		Financial institutions		Sovereign		Total		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		£m
ECL provisions by stage	****	272	****	520	****	1,088	****	1,880	****	1,532	****	155	****	18	****	1,705	****	3,585
- Stage 1		45		125		172		342		228		37		7		272		614
- Stage 2		36		205		185		426		360		5		5		370		796
- Stage 3		191		190		731		1,112		944		113		6		1,063		2,175
- Of which: individual		16		1		12		29		453		110		6		569		598
- Of which: collective		175		189		719		1,083		491		3		—		494		1,577
ECL provisions coverage (%)	****	0.13	****	6.26	****	9.54	****	0.80	****	1.30	****	0.21	****	0.79	****	0.87	****	0.83
- Stage 1 (%)		0.02		2.09		1.92		0.16		0.23		0.05		0.35		0.16		0.16
- Stage 2 (%)		0.23		9.85		12.60		2.18		1.95		1.40		1.88		1.94		2.06
- Stage 3 (%)		14.26		78.51		76.46		43.83		47.44		80.14		40.00		49.53		46.44
ECL (release)/charge	****	(142)	****	263	****	329	****	450	****	168	****	56	****	(3)	****	221	****	671
- UK		(144)		263		329		448		148		60		(6)		202		650
- Other Europe		2		—		—		2		18		1		—		19		21
- RoW		—		—		—		—		2		(5)		3		—		—
Amounts written-off	****	92	****	118	****	170	****	380	****	199	****	—	****	—	****	199	****	579
Loans by residual maturity	****	215,229	****	8,311	****	11,401	****	234,941	****	118,229	****	74,456	****	2,290	****	194,975	****	429,916
- ≤1 year		2,764		1,856		2,736		7,356		33,768		52,130		1,765		87,663		95,019
- >1 and ≤ 5 year		8,332		6,452		6,898		21,682		51,723		18,262		77		70,062		91,744
- > 5 and ≤ 15 year		42,759		3		1,772		44,534		24,136		4,016		290		28,442		72,976
- > 15 year		161,374		—		(5)		161,369		8,602		48		158		8,808		170,177
Other financial assets by asset quality (3)	****	—	****	—	****	—	****	—	****	4,513	****	28,490	****	129,532	****	162,535	****	162,535
- AQ1-AQ4		—		—		—		—		4,506		28,301		129,532		162,339		162,339
- AQ5-AQ8		—		—		—		—		7		189		—		196		196
Off-balance sheet	****	14,799	****	22,696	****	7,550	****	45,045	****	78,604	****	23,031	****	501	****	102,136	****	147,181
- Loan commitments		14,799		22,696		7,514		45,009		75,723		21,555		501		97,779		142,788
- Contingent liabilities		—		—		36		36		2,881		1,476		—		4,357		4,393
Off-balance sheet by asset quality (3)	****	14,799	****	22,696	****	7,550	****	45,045	****	78,604	****	23,031	****	501	****	102,136	****	147,181
- AQ1-AQ4		13,926		415		6,140		20,481		50,709		21,030		114		71,853		92,334
- AQ5-AQ8		859		22,205		1,283		24,347		27,525		1,924		12		29,461		53,808
- AQ9		4		11		12		27		61		—		375		436		463
- AQ10		10		65		115		190		309		77		—		386		576

For the notes to this table refer to page 65.


NatWest Group Annual Report on Form 20-F 2025	63

Credit risk – Banking activities continued

Sector analysis – portfolio summary (audited) continued


	Personal				Non-Personal
	Mortgages (1)	Credit cards	Other personal	Total	Corporate and other	Financial institutions	Sovereign	Total	Total
2024	£m	£m	£m	£m	£m	£m	£m	£m	£m
Loans by geography	209,846	6,930	9,749	226,525	111,734	70,321	1,645	183,700	410,225
- UK	209,846	6,930	9,749	226,525	97,409	43,412	562	141,383	367,908
- Other Europe	—	—	—	—	6,311	14,747	766	21,824	21,824
- RoW	—	—	—	—	8,014	12,162	317	20,493	20,493
Loans by stage	209,846	6,930	9,749	226,525	111,734	70,321	1,645	183,700	410,225
- Stage 1	186,250	4,801	7,267	198,318	94,991	69,021	1,491	165,503	363,821
- Stage 2	21,061	1,953	1,622	24,636	14,464	1,241	133	15,838	40,474
- Stage 3	2,535	176	860	3,571	2,279	59	21	2,359	5,930
- Of which: individual	141	—	26	167	1,046	51	21	1,118	1,285
- Of which: collective	2,394	176	834	3,404	1,233	8	—	1,241	4,645
Loans - past due analysis	209,846	6,930	9,749	226,525	111,734	70,321	1,645	183,700	410,225
- Not past due	206,739	6,721	8,865	222,325	107,855	70,055	1,627	179,537	401,862
- Past due 1-30 days	1,404	50	70	1,524	2,530	211	—	2,741	4,265
- Past due 31-90 days	580	51	99	730	398	2	18	418	1,148
- Past due 91-180 days	408	41	96	545	139	49	—	188	733
- Past due >180 days	715	67	619	1,401	812	4	—	816	2,217
Loans - Stage 2	21,061	1,953	1,622	24,636	14,464	1,241	133	15,838	40,474
- Not past due	19,939	1,889	1,521	23,349	13,485	1,228	133	14,846	38,195
- Past due 1-30 days	853	31	37	921	640	11	—	651	1,572
- Past due 31-90 days	269	33	64	366	339	2	—	341	707
Weighted average life ^(2)^
- ECL measurement (years)	8	4	6	6	6	2	nm	6	6
Weighted average 12 months PDs ^(2)^
- IFRS 9 (%)	0.51	3.23	4.59	0.76	1.24	0.16	5.51	0.86	0.80
- Basel (%)	0.68	3.65	3.18	0.87	1.11	0.15	4.16	0.76	0.82
ECL provisions by geography	462	381	969	1,812	1,504	90	19	1,613	3,425
- UK	462	381	969	1,812	1,335	37	12	1,384	3,196
- Other Europe	—	—	—	—	109	9	—	118	118
- RoW	—	—	—	—	60	44	7	111	111

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	64

Credit risk – Banking activities continued

Sector analysis – portfolio summary (audited) continued


	Personal				Non-Personal
	Mortgages (1)	Credit cards	Other personal	Total	Corporate and other (2)	Financial institutions	Sovereign	Total	Total
2024	£m	£m	£m	£m	£m	£m	£m	£m	£m
ECL provisions by stage	462	381	969	1,812	1,504	90	19	1,613	3,425
- Stage 1	77	77	130	284	264	38	12	314	598
- Stage 2	60	186	183	429	344	12	2	358	787
- Stage 3	325	118	656	1,099	896	40	5	941	2,040
- Of which: individual	11	—	17	28	382	36	5	423	451
- Of which: collective	314	118	639	1,071	514	4	—	518	1,589
ECL provisions coverage (%)	0.22	5.50	9.94	0.80	1.35	0.13	1.16	0.88	0.83
- Stage 1 (%)	0.04	1.60	1.79	0.14	0.28	0.06	0.80	0.19	0.16
- Stage 2 (%)	0.28	9.52	11.28	1.74	2.38	0.97	1.50	2.26	1.94
- Stage 3 (%)	12.82	67.05	76.28	30.78	39.32	67.80	23.81	39.89	34.40
ECL (release)/charge	8	115	161	284	55	19	1	75	359
- UK	8	115	161	284	43	1	—	44	328
- Other Europe	—	—	—	—	17	(7)	—	10	10
- RoW	—	—	—	—	(5)	25	1	21	21
Amounts written-off	18	102	313	433	221	—	—	221	654
Loans by residual maturity	209,846	6,930	9,749	226,525	111,734	70,321	1,645	183,700	410,225
- ≤1 year	3,367	3,903	3,186	10,456	34,929	54,971	822	90,722	101,178
- >1 and ≤ 5 year	11,651	3,027	5,551	20,229	48,075	10,967	488	59,530	79,759
- > 5 and ≤ 15 year	45,454	—	1,006	46,460	20,623	4,270	298	25,191	71,651
- > 15 year	149,374	—	6	149,380	8,107	113	37	8,257	157,637
Other financial assets by asset quality (3)	—	—	—	—	3,644	31,102	119,502	154,248	154,248
- AQ1-AQ4	—	—	—	—	3,639	30,743	119,502	153,884	153,884
- AQ5-AQ8	—	—	—	—	5	359	—	364	364
Off-balance sheet	13,806	20,135	7,947	41,888	75,964	21,925	239	98,128	140,016
- Loan commitments	13,806	20,135	7,906	41,847	72,940	20,341	239	93,520	135,367
- Contingent liabilities	—	—	41	41	3,024	1,584	—	4,608	4,649
Off-balance sheet by asset quality (3)	13,806	20,135	7,947	41,888	75,964	21,925	239	98,128	140,016
- AQ1-AQ4	12,951	510	6,568	20,029	47,896	20,063	155	68,114	88,143
- AQ5-AQ8	839	19,276	1,336	21,451	27,657	1,813	21	29,491	50,942
- AQ9	1	12	17	30	19	—	63	82	112
- AQ10	15	337	26	378	392	49	—	441	819

(1)	Includes a portion of Private Banking & Wealth Management lending secured against residential real estate, in line with ECL calculation methodology. Private Banking & Wealth Management and RBS International mortgages are reported in the UK, reflecting the country of lending origination and includes crown dependencies.
(2)	Not within the scope of the Independent auditors’ report.
---	---
(3)	AQ bandings are based on Basel PDs and mapping is as per the table on the following page.
---	---


NatWest Group Annual Report on Form 20-F 2025	65

Credit risk – Banking activities continued

Sector analysis – portfolio summary (audited) continued


Internal asset quality band	Probability of default range	Indicative S&P rating	Internal asset quality band	Probability of default range	Indicative S&P rating
AQ1	0% - 0.034%	AAA to AA	AQ6	1.076% - 2.153%	BB- to B+
AQ2	0.034% - 0.048%	AA to AA-	AQ7	2.153% - 6.089%	B+ to B
AQ3	0.048% - 0.095%	A+ to A	AQ8	6.089% - 17.222%	B- to CCC+
AQ4	0.095% - 0.381%	BBB+ to BBB-	AQ9	17.222% - 100%	CCC to C
AQ5	0.381% - 1.076%	BB+ to BB	AQ10	100%	D

The table below shows ECL by stage, for the Personal portfolio and Non-Personal portfolio, including the three largest borrowing sector clusters included in corporate and other.


		Loans - amortised cost and FVOCI								Off-balance sheet				ECL provisions
		Stage 1		Stage 2		Stage 3		Total		Loan commitments		Contingent liabilities		Stage 1		Stage 2		Stage 3		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m
Personal	****	212,904	****	19,500	****	2,537	****	234,941	****	45,009	****	36	****	342	****	426	****	1,112	****	1,880
Mortgages (1)	****	197,939	****	15,951	****	1,339	****	215,229	****	14,799	****	—	****	45	****	36	****	191	****	272
Credit cards	****	5,988	****	2,081	****	242	****	8,311	****	22,696	****	—	****	125	****	205	****	190	****	520
Other personal	****	8,977	****	1,468	****	956	****	11,401	****	7,514	****	36	****	172	****	185	****	731	****	1,088
Non-Personal	****	173,747	****	19,082	****	2,146	****	194,975	****	97,779	****	4,357	****	272	****	370	****	1,063	****	1,705
Financial institutions (2)	****	73,959	****	356	****	141	****	74,456	****	21,555	****	1,476	****	37	****	5	****	113	****	155
Sovereign	****	2,009	****	266	****	15	****	2,290	****	501	****	—	****	7	****	5	****	6	****	18
Corporate and other	****	97,779	****	18,460	****	1,990	****	118,229	****	75,723	****	2,881	****	228	****	360	****	944	****	1,532
Of which:
Commercial real estate	****	17,838		1,272		294		19,404		6,646		162		55		22		120		197
Mobility and logistics	****	13,021		4,312		81		17,414		10,194		520		24		45		40		109
Consumer industries	****	12,875		2,912		389		16,176		11,149		496		33		68		199		300
Total	****	386,651	****	38,582	****	4,683	****	429,916	****	142,788	****	4,393	****	614	****	796	****	2,175	****	3,585


2024	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Personal	198,318	24,636	3,571	226,525	41,847	41	284	429	1,099	1,812
Mortgages (1)	186,250	21,061	2,535	209,846	13,806	—	77	60	325	462
Credit cards	4,801	1,953	176	6,930	20,135	—	77	186	118	381
Other personal	7,267	1,622	860	9,749	7,906	41	130	183	656	969
Non-Personal	165,503	15,838	2,359	183,700	93,520	4,608	314	358	941	1,613
Financial institutions (2)	69,021	1,241	59	70,321	20,341	1,584	38	12	40	90
Sovereign	1,491	133	21	1,645	239	—	12	2	5	19
Corporate and other	94,991	14,464	2,279	111,734	72,940	3,024	264	344	896	1,504
Of which:
Commercial real estate	16,191	1,517	433	18,141	6,661	143	70	30	146	246
Mobility and logistics	13,363	2,384	148	15,895	9,367	595	26	35	67	128
Consumer industries	13,312	3,015	444	16,771	10,706	595	45	90	188	323
Total	363,821	40,474	5,930	410,225	135,367	4,649	598	787	2,040	3,425

(1)	As at 31 December 2025, £144.2 billion, 67%, of the total residential mortgages portfolio had Energy Performance Certificate (EPC) data available (2024 – £139.1 billion, 66.3%). Of which, 48.8% were rated as EPC A to C (2024 – 46.3)%.
(2)	Includes transactions, such as securitisations, where the underlying risk may be in other sectors.
---	---


NatWest Group Annual Report on Form 20-F 2025	66

Credit risk – Banking activities continued

Non-Personal forbearance (audited)

The table below shows Non-Personal forbearance, Heightened Monitoring and Risk of Credit Loss by sector. The table shows current exposure but reflects risk transfers where there is a guarantee by another customer.


		Corporate and other		Financial institutions		Sovereign		Total
2025		£m		£m		£m		£m
Forbearance (flow)	****	3,495	****	43	****	12	****	3,550
Forbearance (stock)	****	4,167	****	122	****	12	****	4,301
Heightened Monitoring and Risk of Credit Loss	****	6,115	****	103	****	2	****	6,220

2024
Forbearance (flow)		3,359		119		18		3,496
Forbearance (stock)		4,556		106		18		4,680
Heightened Monitoring and Risk of Credit Loss		5,931		150		1		6,082

Sector analysis – portfolio summary (audited)

●	Loans by geography and sector – In line with NatWest Group’s strategic focus, exposures continued to be mainly in the UK.
●	Loans by stage – Stage 3 balances reduced overall, with a small reduction in Non-Personal due to write-offs and lower inflows, and a larger reduction in Personal mortgages following the securitisation transaction that removed £0.8 billion of Stage 3 assets, alongside a default definition systems and process enhancement that moved loans back to the good book. Stage 1 balances increased across the Personal portfolios, driven by growth in mortgages and unsecured lending, including the Sainsbury’s Bank portfolio acquisition. Stage 2 balances were broadly unchanged from the end of 2024, with reductions in Personal mortgages, linked to PD model enhancements and stable portfolio trends offset by increases in Non-Personal, largely driven by post model adjustment downgrades to sectors deemed most at risk of economic uncertainty.
---	---
●	Loans – Past due analysis – Within the Personal portfolio, arrears balances overall decreased during 2025 mainly driven by the balance sheet management actions within the mortgage portfolio described previously. For the unsecured portfolios, arrears balances increased due to book growth and portfolio maturation. In Non-Personal, arrears balances reduced in line with Stage 3 balance reduction. The vast majority of Stage 2 balances remained up to date, as Stage 2 is normally captured through other forward-looking Stage 2 triggers.
---	---
●	Weighted average 12 months PDs – Both IFRS 9 and Basel PDs remained broadly stable during the year overall, noting the reduction in Personal mortgages due to PD model enhancements and an increase in unsecured PDs driven by strategic growth and seasoning of credit card balances since 2022. Non-Personal PDs were broadly stable in the year. The higher PD in sovereigns reflected a single entity where lending is fully guaranteed.
---	---
●	ECL provisions by stage and ECL provisions coverage – Overall provisions increased from 31 December 2024, following an increase in good book ECL in the Personal portfolios, driven by the portfolio acquisition of Sainsbury’s Bank and organic growth in unsecured lending, and a small number of significant individual Non-Personal Stage 3 charges. Stage 3 ECL growth was partly offset by the transfer of mortgage assets to a securitisation special purpose vehicle. Provisions coverage remained consistent with 31 December 2024.
---	---
●	ECL charge – The 2025 impairment charge, primarily reflected a small number of significant individual charges in the Non-Personal portfolio alongside the initial ECL cost from the portfolio acquisition from Sainsbury’s Bank within Personal. This was partially offset by post model adjustment releases in the good book and one-off releases, notably on the definition of default systems and process enhancement on Personal mortgages and a mortgage securitisation. The increased charge in Non-Personal portfolio primarily reflected lower levels of reduction in performing book post model adjustments compared to 2024.
---	---
●	Loans by residual maturity – The maturity profile of the portfolios remained consistent with prior periods. In mortgages, as expected, the vast majority of exposures were greater than five years. In unsecured lending, cards and other, exposures were concentrated in less than five years. In Non-Personal portfolios the maturity profile will vary by product and sectors, but is typically less than five years for most exposures.
---	---
●	Other financial assets by asset quality – These assets were cash and debt securities, and generally of high credit quality as reflected in the AQ banding.
---	---
●	Off-balance sheet exposures by asset quality – The AQ band split of off-balance sheet exposures broadly mirrored the drawn loans portfolio for non-defaulted exposures. In the Non-Personal portfolio, off-balance sheet exposures increased year-on-year, reflecting an increase in unutilised exposure in corporates and financial institutions. The increase was primarily in the AQ1 to AQ4 band, indicating high credit quality.
---	---
●	Non-Personal problem debt – Exposures in the Wholesale Problem Debt Management framework marginally increased during 2025 due to an inflow of corporate customers onto the framework across a range of sectors. There was no change in the reasons for customers moving onto the framework from 2024, with trading issues and cash/liquidity remaining the key main drivers.
---	---
●	Non-Personal forbearance – Exposures classified as forborne reduced marginally across multiple sectors, leading to lower stock values in corporates. A portion of forbearance flows related to cases in Customer Lending Support subject to repeated forbearance.
---	---


NatWest Group Annual Report on Form 20-F 2025	67

Credit risk – Banking activities continued

Credit risk enhancement and mitigation (audited)

The table below shows exposures of modelled portfolios within the scope of the ECL framework and related credit risk enhancement and mitigation (CREM).


		Gross				Maximum credit risk				CREM by type						CREM coverage				Exposure post CREM
		exposure		ECL		Total		Stage 3		Financial (1)		Property		Other (2)		Total		Stage 3		Total		Stage 3
2025		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn
Financial assets
Cash and balances at central banks	****	84.1	****	—	****	84.1	****	—	****	—	****	—	****	—	****	—	****	—	****	84.1	****	—
Loans - amortised cost (3)	****	429.9	****	3.5	****	426.4	****	2.5	****	47.9	****	261.0	****	26.0	****	334.9	****	2.1	****	91.5	****	0.4
Personal (4)	****	234.9		1.9		233.0		1.4		1.4		214.5		—		215.9		1.2		17.1		0.2
Non-Personal (5)	****	195.0		1.6		193.4		1.1		46.5		46.5		26.0		119.0		0.9		74.4		0.2
Debt securities	****	78.5	****	—	****	78.5	****	—	****	0.3	****	—	****	—	****	0.3	****	—	****	78.2	****	—
Total financial assets	****	592.5	****	3.5	****	589.0	****	2.5	****	48.2	****	261.0	****	26.0	****	335.2	****	2.1	****	253.8	****	0.4
Contingent liabilities and commitments
Personal (6)	****	45.0	****	—	****	45.0	****	0.2	****	1.1	****	3.2	****	—	****	4.3	****	0.1	****	40.7	****	0.1
Non-Personal	****	102.2	****	0.1	****	102.1	****	0.4	****	4.1	****	7.9	****	5.3	****	17.3	****	0.1	****	84.8	****	0.3
Total off-balance sheet	****	147.2	****	0.1	****	147.1	****	0.6	****	5.2	****	11.1	****	5.3	****	21.6	****	0.2	****	125.5	****	0.4
Total exposure	****	739.7	****	3.6	****	736.1	****	3.1	****	53.4	****	272.1	****	31.3	****	356.8	****	2.3	****	379.3	****	0.8

2024
Financial assets
Cash and balances at central banks		91.8		—		91.8		—		—		—		—		—		—		91.8		—
Loans - amortised cost (3)		410.2		3.3		406.9		3.9		46.3		253.0		25.5		324.8		3.4		82.1		0.5
Personal (4)		226.5		1.8		224.7		2.5		0.8		209.1		—		209.9		2.2		14.8		0.3
Non-Personal (5)		183.7		1.5		182.2		1.4		45.5		43.9		25.5		114.9		1.2		67.3		0.2
Debt securities		62.5		—		62.5		—		0.1		—		—		0.1		—		62.4		—
Total financial assets		564.5		3.3		561.2		3.9		46.4		253.0		25.5		324.9		3.4		236.3		0.5
Contingent liabilities and commitments
Personal (6)		41.9		—		41.9		0.4		1.1		3.7		—		4.8		—		37.1		0.4
Non-Personal		98.1		0.1		98.0		0.4		3.1		8.2		5.1		16.4		0.1		81.6		0.3
Total off-balance sheet		140.0		0.1		139.9		0.8		4.2		11.9		5.1		21.2		0.1		118.7		0.7
Total exposure		704.5		3.4		701.1		4.7		50.6		264.9		30.6		346.1		3.5		355.0		1.2

(1)	Includes cash and securities collateral.
(2)	Includes guarantees, charges over trade debtors, other asset finance related physical collateral as well as the amount by which credit risk exposure is reduced through netting arrangements, mainly cash management pooling, which give NatWest Group a legal right to set off the financial asset against a financial liability due to the same counterparty. Any additional credit risk mitigation from a synthetic securitisation is not included in the table above.
---	---
(3)	NatWest Group holds collateral in respect of individual loans – amortised cost to banks and customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant and equipment; inventories and trade debtors; and guarantees of lending from parties other than the borrower. NatWest Group obtains collateral in the form of securities in reverse repurchase agreements. Collateral values are capped at the value of the loan.
---	---
(4)	Stage 3 mortgage exposures have relatively limited uncovered exposure reflecting the security held. On unsecured credit cards and other personal borrowing, the residual uncovered amount reflects historical experience of continued cash recovery post default through ongoing engagement with customers.
---	---
(5)	Stage 3 exposures post credit risk enhancement and mitigation in Non-Personal mainly represent enterprise value and the impact of written down collateral values; an individual assessment to determine ECL will consider multiple scenarios and in some instances allocate a probability weighting to a collateral value in excess of the written down value.
---	---
(6)	The Personal gross exposure value includes £11.4 billion (2024 – £10.1 billion) in respect of pipeline mortgages where a committed offer has been made to a customer but where the funds have not yet been drawn down. When drawn down, the exposure would be covered by a security over the borrower’s property.
---	---


NatWest Group Annual Report on Form 20-F 2025	68

Credit risk – Banking activities continued

Personal portfolio (audited)

Disclosures in the Personal portfolio section include drawn exposure (gross of provisions).


		2025									2024
				Private									Private
				Banking &									Banking &
		Retail		Wealth		Commercial &		Central items			Retail		Wealth		Commercial &		Central items
		Banking		Management		Institutional		& other		Total	Banking		Management		Institutional		& other	Total
Personal lending		£m		£m		£m		£m		m	£m		£m		£m		£m	m
Mortgages	****	199,972	****	13,038	****	2,210	****	9	****	215,229	194,865		12,826		2,161		—	209,852
Of which:
Owner occupied	****	180,323	****	11,644	****	1,508	****	8	****	193,483	176,137		11,348		1,457		—	188,942
Buy-to-let	****	19,649	****	1,394	****	702	****	1	****	21,746	18,728		1,478		704		—	20,910
Interest only	****	21,812	****	11,533	****	436	****	—	****	33,781	22,186		11,276		437		—	33,899
Mixed (1)	****	9,977	****	76	****	4	****	—	****	10,057	10,384		40		8		—	10,432
ECL provisions (2)	****	248	****	17	****	5	****	2	****	272	440		12		10		—	462
Other personal lending (3)	****	17,696	****	1,699	****	221	****	95	****	19,711	15,045		1,301		242		—	16,588
ECL provisions (2)	****	1,586	****	11	****	7	****	4	****	1,608	1,330		12		3		—	1,345
Total personal lending	****	217,668	****	14,737	****	2,431	****	104	****	234,940	209,910		14,127		2,403		—	226,440
Mortgage LTV ratios
- Owner occupied	****	57	%	61	%	57	%	42	%	57	56	%	59	%	56	%	—	56
- Stage 1		57	%	59	%	57	%	—		57	56	%	59	%	55	%	—	56
- Stage 2		52	%	57	%	59	%	32	%	52	55	%	61	%	56	%	—	55
- Stage 3		47	%	69	%	67	%	56	%	51	50	%	64	%	74	%	—	51
- Buy-to-let	****	54	%	62	%	55	%	26	%	55	53	%	60	%	52	%	—	53
- Stage 1		54	%	60	%	54	%	—		55	54	%	60	%	51	%	—	54
- Stage 2		52	%	56	%	62	%	26	%	52	52	%	57	%	55	%	—	52
- Stage 3		51	%	56	%	66	%	24	%	53	52	%	56	%	59	%	—	53
Gross new mortgage lending	****	34,458		1,492		313		—	****	36,263	26,440		1,395		257		—	28,092
Of which:
Owner occupied	****	32,059		1,372		229		—	****	33,660	25,300		1,266		183		—	26,749
-LTV> 90%		1,677		—		—		—	****	1,677	888		—		—		—	888
Weighted average LTV (4)	****	71	%	66	%	61	%	—		70	70	%	63	%	71	%	—	70
Buy-to-let	****	2,399		120		84		—	****	2,603	1,140		129		74		—	1,343
Weighted average LTV (4)	****	61	%	65	%	61	%	—		61	61	%	62	%	56	%	—	61
Interest only	****	2,443	****	1,357	****	54	****	—	****	3,854	1,575		1,238		42		—	2,855
Mixed (1)	****	1,049	****	—	****	1	****	—	****	1,050	1,150		—		1		—	1,151
Mortgage forbearance
Forbearance flow (5)	****	328	****	14	****	1	****	—	****	343	473		8		6		—	487
Forbearance stock	****	1,203	****	10	****	9	****	1	****	1,223	1,680		20		15		—	1,715
Current		918		2		3		—		923	1,214		9		10		—	1,233
1-3 months in arrears		110		6		—		—		116	146		9		—		—	155
>3 months in arrears		175		2		6		1		184	320		2		5		—	327

All values are in British Pounds.

(1)	Includes accounts which have an interest only sub-account and a capital and interest sub-account to provide a more comprehensive view of interest only exposures.
(2)	Retail Banking excludes a non-material amount of lending and provisions held on relatively small legacy portfolios.
---	---
(3)	Comprises unsecured lending except for Private Banking & Wealth Management, which includes both secured and unsecured lending. It excludes loans that are commercial in nature.
---	---
(4)	New mortgage lending LTV reflects the LTV at the time of lending.
---	---
(5)	Forbearance flows only include an account once per year, although some accounts may be subject to multiple forbearance deals. Forbearance deals post default are excluded from these flows
---	---


NatWest Group Annual Report on Form 20-F 2025	69

Credit risk – Banking activities continued

Personal portfolio (audited) continued

Mortgage LTV distribution by stage

The table below shows gross mortgage lending and related ECL by LTV band for the Retail Banking portfolio.


		Mortgages								ECL provisions								ECL provisions coverage
		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		%		%		%		%
≤50%		66,203	****	7,099	****	597	****	73,899	****	10	****	10	****	94.0	****	114.0	****	—	****	0.1	****	15.7	****	0.2
>50% and ≤70%		63,802	****	5,948	****	338	****	70,088	****	16	****	15	****	50.0	****	81.0	****	—	****	0.3	****	14.8	****	0.1
>70% and ≤80%		27,658	****	1,745	****	73	****	29,476	****	8	****	6	****	12.0	****	26.0	****	—	****	0.3	****	16.4	****	0.1
>80% and ≤90%		20,777	****	744	****	39	****	21,560	****	7	****	4	****	6.0	****	17.0	****	—	****	0.5	****	15.4	****	0.1
>90% and ≤100%		4,438	****	76	****	7	****	4,521	****	1	****	1	****	2.0	****	4.0	****	—	****	1.3	****	28.6	****	0.1
>100%		9	****	1	****	7	****	17	****	—	****	—	****	3	****	3	****	—	****	—	****	42.9	****	17.6
Total with LTVs		182,887	****	15,613	****	1,061	****	199,561	****	42	****	36	****	167	****	245	****	—	****	0.2	****	15.7	****	0.1
Other		406	****	1	****	4	****	411	****	2	****	—	****	1	****	3	****	0.5	****	—	****	25.0	****	0.7
Total		183,293	****	15,614	****	1,065	****	199,972	****	44	****	36	****	168	****	248	****	—	****	0.2	****	15.8	****	0.1

2024
≤50%		64,040		8,344		1,159		73,543		21		16		153		190		—		0.2		13.2		0.3
>50% and ≤70%		61,739		7,741		855		70,335		29		23		104		156		—		0.3		12.2		0.2
>70% and ≤80%		25,022		2,361		173		27,556		13		9		22		44		0.1		0.4		12.7		0.2
>80% and ≤90%		16,718		1,769		85		18,572		9		9		13		31		0.1		0.5		15.3		0.2
>90% and ≤100%		4,076		512		26		4,614		2		3		5		10		—		0.6		19.2		0.2
>100%		14		4		13		31		—		—		6		6		—		—		46.2		19.4
Total with LTVs		171,609		20,731		2,311		194,651		74		60		303		437		—		0.3		13.1		0.2
Other		212		1		1		214		2		—		1		3		0.9		—		100.0		1.4
Total		171,821		20,732		2,312		194,865		76		60		304		440		—		0.3		13.1		0.2

●	Mortgage balances increased during 2025 with continuing organic growth. Unsecured lending grew overall, driven by continuing growth in prime quality whole of market lending and balance transfer credit card segments, as well as the acquisition of Sainsbury’s Bank credit card and personal loan portfolios.
●	Portfolios and new business were closely monitored against agreed operating limits. These included loan-to-value ratios, buy-to-let concentrations, new-build concentrations and credit quality. Lending criteria, affordability calculations and assumptions for new lending were adjusted during the year, to maintain credit quality in line with appetite and to ensure customers are assessed fairly as economic conditions change.
---	---
●	LTV distribution of portfolio was broadly consistent with the prior year with an increase in balances in the 70-90% LTV bands consistent with increased new business during the year, including support for first time buyers.
---	---
●	The mortgage forbearance reported in 2025 was net of the mortgage securitisation previously mentioned, which reduced the stock by £0.4 billion at the year-end.
---	---


NatWest Group Annual Report on Form 20-F 2025	70

Credit risk – Banking activities continued

Personal portfolio (audited) continued

Mortgage LTV distribution by region

The table below shows gross mortgage lending by LTV band for Retail Banking, by geographical region.


																				Flood risk (1,2)
												Weighted								% of regional		% of regional		Lending at high/
		≤50%		50%≤80%		80%≤100%		>100%		Total		average LTV		Other		Total		Total		lending at high		lending at very		very high risk (3)
2025		£m		£m		£m		£m		£m		%		£m		£m		%		risk (>60)		high risk (>80)		%
South East	****	13,656	****	19,277	****	5,022	****	1	****	37,956	****	57	****	3	****	37,959	****	19	****	3.7	****	1.2	****	4.9
Greater London	****	13,505	****	18,501	****	4,069	****	3	****	36,078	****	56	****	4	****	36,082	****	18	****	4.8	****	0.9	****	5.7
East of England	****	8,128	****	12,167	****	3,379	****	—	****	23,674	****	57	****	2	****	23,676	****	12	****	2.9	****	1.4	****	4.3
North West	****	7,479	****	8,443	****	2,158	****	2	****	18,082	****	55	****	1	****	18,083	****	9	****	2.9	****	2.0	****	4.9
South West	****	6,578	****	8,679	****	2,454	****	—	****	17,711	****	56	****	1	****	17,712	****	9	****	2.7	****	1.0	****	3.7
West Midlands	****	5,385	****	7,228	****	2,013	****	1	****	14,627	****	57	****	2	****	14,629	****	7	****	1.8	****	0.6	****	2.4
Scotland	****	4,868	****	5,821	****	1,498	****	1	****	12,188	****	55	****	2	****	12,190	****	6	****	2.5	****	1.3	****	3.8
Rest of the UK	****	14,300	****	19,448	****	5,488	****	9	****	39,245	****	57	****	396	****	39,641	****	20	****	2.8	****	1.9	****	4.7
Total	****	73,899	****	99,564	****	26,081	****	17	****	199,561	****	56	****	411	****	199,972	****	100	****	3.3	****	1.3	****	4.6

2024
South East		13,622		19,007		4,506		1		37,136		56		3		37,139		19		3.6		1.2		4.8
Greater London		13,951		18,537		3,391		2		35,881		55		3		35,884		18		4.8		0.9		5.7
East of England		7,776		11,730		3,211		2		22,719		58		1		22,720		12		2.9		1.4		4.3
North West		7,507		8,305		1,878		2		17,692		54		1		17,693		9		2.9		1.9		4.8
South West		6,577		8,455		2,055		1		17,088		56		1		17,089		9		2.6		1.0		3.6
West Midlands		5,379		6,970		1,683		1		14,033		56		1		14,034		7		1.8		0.6		2.4
Scotland		4,860		5,766		1,591		1		12,218		55		1		12,219		6		2.4		1.2		3.6
Rest of the UK		13,871		19,121		4,871		21		37,884		57		203		38,087		20		2.4		2.5		4.9
Total		73,543		97,891		23,186		31		194,651		56		214		194,865		100		3.1		1.4		4.5

(1)	Not within the scope of the Independent auditors’ report.
(2)	As at 31 December 2025, £12.9 billion, 99%, of the Private Banking & Wealth Management mortgage portfolio had flood risk data available (2024 – £12.6 billion, 98.0%). Of which, 6.2% were rated as high flood risk and 1.0% as very high flood risk (2024 – 5.4% high flood risk and 1.0% very high flood risk). 64% of the exposure is in the Greater London region.
---	---
(3)	Flood risk is modelled by calculating an estimated loss for each flood source different types of flooding (fluvial, pluvial, tidal), annualised for each source and combined for a total flood score. Flood defences were considered where available. Flood scores were allocated per property based on the potential annualised loss (£) to a property dependent on the type, frequency and depth of flooding modelled across different return periods. The scoring ranged from 0 to 100, with 0 being lowest and 100 being the highest risk. A score of 61 and above was considered to be high risk and properties with a score of 81 and above were considered to be very high risk after flood mitigants were taken-into-account.
---	---


NatWest Group Annual Report on Form 20-F 2025	71

Credit risk – Banking activities continued

Personal portfolio (audited) continued

Retail Banking fixed rate mortgages by roll-off date ^(1)^

The table below shows gross fixed rate mortgage lending for Retail Banking, by roll-off date.


		2025							2024
		Stage 1		Stage 2		Stage 3		Total	Stage 1	Stage 2	Stage 3	Total
Retail Banking mortgages - gross exposure ^(2)^		£m		£m		£m		£m	£m	£m	£m	£m
Fixed rate roll-off	****		****		****		****
<=1 year	****	41,993	****	3,897	****	158	****	46,048	34,989	4,309	336	39,634
>1<= 2 years	****	63,366	****	4,978	****	183	****	68,527	44,146	5,080	418	49,644
>2 years	****	67,544	****	4,901	****	243	****	72,688	78,629	8,667	693	87,989
Total	****	172,903	****	13,776	****	584	****	187,263	157,764	18,056	1,447	177,267

(1)	Not within the scope of the Independent auditors’ report.
(2)	Excluding the Metro Bank portfolio acquired during 2024
---	---

Retail Banking mortgages by Energy Performance Certificate (EPC) rating ^(1)^

The table below shows the energy efficiency of Retail Banking residential mortgages ^(2)^.


		2025					2024
		Owner occupied		Buy-to-let		Total	Owner occupied	Buy-to-let	Total
EPC rating		£m		£m		£m	£m	£m	£m
A	****	1,415	****	27	****	1,442	788	18	806
B	****	22,217	****	1,659	****	23,876	21,923	1,480	23,403
C	****	35,153	****	6,767	****	41,920	31,353	5,876	37,229
D	****	46,108	****	5,991	****	52,099	45,455	5,748	51,203
E	****	13,305	****	1,269	****	14,574	14,455	1,369	15,824
F	****	2,709	****	46	****	2,755	3,026	55	3,081
G	****	628	****	10	****	638	695	13	708
Unclassified	****	58,788	****	3,880	****	62,668	58,442	4,169	62,611
Total	****	180,323	****	19,649	****	199,972	176,137	18,728	194,865

(1)Not within scope of the Independent auditors’ report.

(2)As at 31 December 2025, £144.2 billion, 67%, of the total residential mortgages portfolio had Energy Performance Certificate (EPC) data available (2024 - £139.1 billion, 66.3%). Of which, 48.8% were rated as EPC A to C (2024 – 46.3%).


NatWest Group Annual Report on Form 20-F 2025	72

Credit risk – Banking activities continued

Commercial real estate (CRE)

CRE LTV distribution by stage (audited)

The table below shows CRE gross loans and related ECL by LTV band.


		Gross loans								ECL provisions								ECL provisions coverage
		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		%		%		%		%
≤50%		7,324	****	222	****	26	****	7,572	****	20	****	5	****	6	****	31	****	0.3	****	2.3	****	23.1	****	0.4
>50% and ≤60%		4,417	****	144	****	40	****	4,601	****	15	****	2	****	6	****	23	****	0.3	****	1.4	****	15.0	****	0.5
>60% and ≤70%		881	****	21	****	27	****	929	****	4	****	1	****	10	****	15	****	0.5	****	4.8	****	37.0	****	1.6
>70% and ≤100%		270		146		35		451		1		4		19		24		0.4		2.7		54.3		5.3
>100%		183	****	2	****	83	****	268	****	2	****	—	****	39	****	41	****	1.1	****	—	****	47.0	****	15.3
Total with LTVs	****	13,075	****	535	****	211	****	13,821	****	42	****	12	****	80	****	134	****	0.3	****	2.2	****	37.9	****	1.0
Total portfolio average LTV	****	48	%	58	%	115	%	49	%
Other Investment (1)	****	2,745	****	331	****	36	****	3,112	****	5	****	4	****	11	****	20	****	0.2	****	1.2	****	30.6	****	0.6
Investment	****	15,820	****	866	****	247	****	16,933	****	47	****	16	****	91	****	154	****	0.3	****	1.8	****	36.8	****	0.9
Development and other (2)	****	2,018	****	406	****	47	****	2,471	****	8	****	6	****	29	****	43	****	0.4	****	1.5	****	61.7	****	1.7
Total	****	17,838	****	1,272	****	294	****	19,404	****	55	****	22	****	120	****	197	****	0.3	****	1.7	****	40.8	****	1.0

2024
≤50%		7,334		380		48		7,762		28		6		7		41		0.4		1.6		14.6		0.5
>50% and ≤60%		3,829		169		53		4,051		19		5		9		33		0.5		3.0		17.0		0.8
>60% and ≤70%		584		198		34		816		3		5		8		16		0.5		2.5		23.5		2.0
>70% and ≤100%		312		83		79		474		2		4		21		27		0.6		4.8		26.6		5.7
>100%		139		8		119		266		1		—		56		57		0.7		—		47.1		21.4
Total with LTVs		12,198		838		333		13,369		53		20		101		174		0.4		2.4		30.3		1.3
Total portfolio average LTV		46	%	51	%	102	%	48	%
Other Investment (1)		2,132		348		41		2,521		6		6		15		27		0.3		1.7		36.6		1.1
Investment		14,330		1,186		374		15,890		59		26		116		201		0.4		2.2		31.0		1.3
Development and other (2)		1,861		331		59		2,251		11		4		30		45		0.6		1.2		50.8		2.0
Total		16,191		1,517		433		18,141		70		30		146		246		0.4		2.0		33.7		1.4

(1)	Relates mainly to business banking and unsecured corporate lending.
(2)	Relates to the development of commercial and residential properties, along with CRE activities that are not strictly investment or development. LTV is not a meaningful measure for this type of lending activity.
---	---

●	Overall – The majority of the CRE portfolio was located and managed in the UK. Business appetite and strategy was aligned across NatWest Group.
●	2025 trends – There was strong growth in the residential and retail sector, with other CRE sectors remaining broadly flat. LTV profile remained stable.
---	---
●	Credit quality – Credit quality improved, with marginally fewer exposures in the Wholesale Problem Debt Management framework.
---	---
●	Risk appetite – Lending appetite is subject to regular review and implemented at sub-sector level. Overall appetite slightly increased over the year supported by the view that cyclical risks are currently at a lower level.
---	---


NatWest Group Annual Report on Form 20-F 2025	73

Credit risk – Banking activities continued

Flow statements (audited)

The flow statements that follow show the main ECL and related income statement movements. They also show the changes in ECL as well as the changes in related financial assets used in determining ECL. Due to differences in scope, exposures may differ from those reported in other tables, principally in relation to exposures in Stage 1 and Stage 2. These differences do not have a material ECL effect. Other points to note:

●	Financial assets include treasury liquidity portfolios, comprising balances at central banks and debt securities, as well as loans. Both modelled and non-modelled portfolios are included.
●	Stage transfers (for example, exposures moving from Stage 1 into Stage 2) are a key feature of the ECL movements, with the net re-measurement cost of transitioning to a worse stage being a primary driver of income statement charges. Similarly, there is an ECL benefit for accounts improving stage.
---	---
●	Changes in risk parameters shows the reassessment of the ECL within a given stage, including any ECL overlays and residual income statement gains or losses at the point of write-off or accounting write-down.
---	---
●	Other (P&L only items) includes any subsequent changes in the value of written-down assets (for example, fortuitous recoveries) along with other direct write-off items such as direct recovery costs. Other (P&L only items) affects the income statement but does not affect balance sheet ECL movements.
---	---
●	Amounts written-off represent the gross asset written-off against accounts with ECL, including the net asset written-off for any debt sale activity.
---	---
●	There were some flows from Stage 1 into Stage 3 including transfers due to unexpected default events with a post model adjustment in place for Commercial & Institutional to account for this risk.
---	---
●	The effect of any change in post model adjustments during the year is typically reported under changes in risk parameters, as are any effects arising from changes to the underlying models.
---	---
●	All movements are captured monthly and aggregated. Interest suspended post default is included within Stage 3 ECL with the movement in the value of suspended interest during the year reported under currency translation and other adjustments.
---	---

---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Stage 1				Stage 2				Stage 3				Total
		Financial				Financial				Financial				Financial
		assets		ECL		assets		ECL		assets		ECL		assets		ECL
NatWest Group total		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	515,556	****	598	****	42,165	****	787	****	5,901	****	2,040	****	563,622	****	3,425
Currency translation and other adjustments	****	(644)	****	—	****	14	****	1	****	156	****	163	****	(474)	****	164
Transfers from Stage 1 to Stage 2	****	(40,165)	****	(229)	****	40,165	****	229	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	33,789	****	433	****	(33,789)	****	(433)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(397)	****	(5)	****	(2,527)	****	(258)	****	2,924	****	263	****	—	****	—
Transfers from Stage 3	****	161	****	18	****	999	****	47	****	(1,160)	****	(65)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(299)	****		****	616	****	—	****	447			****	764
Changes in risk parameters	****		****	(114)	****		****	(18)	****	—	****	312			****	180
Other changes in net exposure	****	38,094	****	212	****	(7,429)	****	(175)	****	(2,349)	****	(256)	****	28,316	****	(219)
Other (P&L only items)	****		****	(3)	****		****	(2)	****	—	****	(49)			****	(54)
Income statement (releases)/charges	****		****	(204)	****		****	421			****	454			****	671
Amounts written-off	****	—	****	—	****	—	****	—	****	(579)	****	(579)	****	(579)	****	(579)
Unwinding of discount	****		****	—	****		****	—			****	(150)			****	(150)
At 31 December 2025	****	546,394	****	614	****	39,598	****	796	****	4,893	****	2,175	****	590,885	****	3,585
Net carrying amount	****	545,780	****		****	38,802			****	2,718			****	587,300
At 1 January 2024		504,345		709		40,294		976		5,621		1,960		550,260		3,645
2024 movements		11,211		(111)		1,871		(189)		280		80		13,362		(220)
At 31 December 2024		515,556		598		42,165		787		5,901		2,040		563,622		3,425
Net carrying amount		514,958				41,378				3,861				560,197


NatWest Group Annual Report on Form 20-F 2025	74

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Retail Banking - mortgages		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	171,333	****	76	****	20,992	****	60	****	2,303	****	305	****	194,628	****	441
Currency translation and other adjustments	****	—	****	—	****	—	****	—	****	92	****	92	****	92	****	92
Transfers from Stage 1 to Stage 2	****	(16,507)	****	(17)	****	16,507	****	17	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	17,824	****	24	****	(17,824)	****	(24)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(14)	****	—	****	(865)	****	(7)	****	879	****	7	****	—	****	—
Transfers from Stage 3	****	23	****	—	****	806	****	11	****	(829)	****	(11)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(7)	****		****	7	****		****	7	****		****	7
Changes in risk parameters	****		****	(19)	****		****	(18)	****		****	74	****		****	37
Other changes in net exposure	****	9,277	****	(13)	****	(3,792)	****	(10)	****	(1,274)	****	(152)	****	4,211	****	(175)
Other (P&L only items)	****		****	—	****		****	—	****		****	(16)	****		****	(16)
Income statement (releases)/charges	****		****	(39)	****		****	(21)	****		****	(87)	****		****	(147)
Amounts written-off	****	—	****	—	****	—	****	—	****	(87)	****	(87)	****	(87)	****	(87)
Unwinding of discount	****		****	—	****		****	—	****		****	(67)	****		****	(67)
At 31 December 2025	****	181,936	****	44	****	15,824	****	36	****	1,084	****	168	****	198,844	****	248
Net carrying amount	****	181,892	****		****	15,788	****		****	916	****		****	198,596	****
At 1 January 2024		174,038		87		17,827		60		2,068		250		193,933		397
2024 movements		(2,705)		(11)		3,165		—		235		55		695		44
At 31 December 2024		171,333		76		20,992		60		2,303		305		194,628		441
Net carrying amount		171,257				20,932				1,998				194,187

●	ECL coverage for mortgages decreased during the year, primarily driven by the reduction in economic uncertainty post model adjustments (supported by back-testing) and a definition of default systems and process enhancement in the first half of the year. Additionally, the transfer of £2.1 billion of mortgages with £0.1 billion of ECL to a securitisation special purpose vehicle further reduced ECL coverage overall, noting that £0.8 billion of these loans were in Stage 3.
●	Stage 3 inflows reduced in the year, with the portfolio showing continued resilience alongside the effect of the definition of default systems and process enhancement earlier in the year.
---	---
●	Stable portfolio trends and PD model enhancements underpinned PD reductions in the year, resulting in a reduction in Stage 2 balances.
---	---
●	The relatively small ECL cost for net re-measurement on transfer into Stage 3 included the effect of risk targeted ECL adjustments, when previously in the good book. Refer to the ECL post model adjustments section for further details.
---	---
●	Write-off occurs once the repossessed property has been sold and there is a residual shortfall balance remaining outstanding. This would typically be within five years from default but can be longer.
---	---


NatWest Group Annual Report on Form 20-F 2025	75

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Retail Banking - credit cards		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	4,523	****	76	****	2,034	****	186	****	162	****	117	****	6,719	****	379
Currency translation and other adjustments	****	—	****	—	****	—	****	—	****	6	****	6	****	6	****	6
Transfers from Stage 1 to Stage 2	****	(2,329)	****	(52)	****	2,329	****	52	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	1,339	****	105	****	(1,339)	****	(105)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(36)	****	(1)	****	(231)	****	(78)	****	267	****	79	****	—	****	—
Transfers from Stage 3	****	3	****	2	****	14	****	5	****	(17)	****	(7)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(71)	****		****	191	****		****	101	****		****	221
Changes in risk parameters	****		****	15	****		****	30	****		****	25	****		****	70
Other changes in net exposure	****	2,243	****	50	****	(640)	****	(77)	****	(33)	****	(1)	****	1,570	****	(28)
Other (P&L only items)	****		****	—	****		****	—	****		****	(1)	****		****	(1)
Income statement (releases)/charges	****		****	(6)	****		****	144	****		****	124	****		****	262
Amounts written-off	****	—	****	—	****	—	****	—	****	(118)	****	(118)	****	(118)	****	(118)
Unwinding of discount	****		****	—	****		****	—	****		****	(12)	****		****	(12)
At 31 December 2025	****	5,743	****	124	****	2,167	****	204	****	267	****	190	****	8,177	****	518
Net carrying amount	****	5,619	****		****	1,963	****		****	77	****		****	7,659	****
At 1 January 2024		3,475		70		2,046		204		146		89		5,667		363
2024 movements		1,048		6		(12)		(18)		16		28		1,052		16
At 31 December 2024		4,523		76		2,034		186		162		117		6,719		379
Net carrying amount		4,447				1,848				45				6,340

●	Overall ECL for cards increased during 2025, driven primarily by the acquisition of Sainsbury’s Bank credit card balances alongside continued organic portfolio growth, reflecting strong customer demand, while sustaining robust risk appetite.
●	Flow rates into Stage 3 were slightly higher in 2025 compared to 2024, reflecting the strategic growth and seasoning of credit card balances since 2022. This trend contributed to an increase in PDs during the year, driving a net flow into Stage 2 from Stage 1.
---	---
●	Charge-off (analogous to partial write-off) typically occurs after 12 missed payments.
---	---


NatWest Group Annual Report on Form 20-F 2025	76

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Retail Banking - other personal unsecured		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	5,605	****	127	****	1,465	****	182	****	833	****	641	****	7,903	****	950
Currency translation and other adjustments	****	—	****	—	****	—	****	—	****	27	****	27	****	27	****	27
Transfers from Stage 1 to Stage 2	****	(2,145)	****	(95)	****	2,145	****	95	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	1,471	****	157	****	(1,471)	****	(157)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(79)	****	(3)	****	(329)	****	(118)	****	408	****	121	****	—	****	—
Transfers from Stage 3	****	7	****	3	****	24	****	10	****	(31)	****	(13)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(100)	****		****	219				63				182
Changes in risk parameters	****		****	(33)	****		****	(10)				126				83
Other changes in net exposure	****	1,992	****	111	****	(389)	****	(37)	****	(128)	****	(47)	****	1,475	****	27
Other (P&L only items)	****		****	—	****		****	—				30				30
Income statement (releases)/charges	****		****	(22)	****		****	172				172				322
Amounts written-off	****	—	****	—	****	—	****	—	****	(168)	****	(168)	****	(168)	****	(168)
Unwinding of discount	****		****	—	****		****	—				(33)				(33)
At 31 December 2025	****	6,851	****	167	****	1,445	****	184	****	941	****	717	****	9,237	****	1,068
Net carrying amount	****	6,684	****		****	1,261	****		****	224	****		****	8,169	****
At 1 January 2024		5,240		149		1,657		238		963		758		7,860		1,145
2024 movements		365		(22)		(192)		(56)		(130)		(117)		43		(195)
At 31 December 2024		5,605		127		1,465		182		833		641		7,903		950
Net carrying amount		5,478				1,283				192				6,953

●	Total ECL increased during the year, primarily driven by the acquisition of Sainsbury’s Bank loan balances and continued organic loan book growth, while arrears performance remained stable, resulting in ECL coverage levels broadly consistent with 31 December 2024.
●	Flow rates into Stage 3 remained stable, in line with broader portfolio trends on arrears, with overall Stage 3 balances increasing as a result of reduced debt sale activity overall in the year.
---	---
●	Write-off occurs once recovery activity with the customer has been concluded or there are no further recoveries expected, but no later than six years after default.
---	---


NatWest Group Annual Report on Form 20-F 2025	77

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Commercial & Institutional-corporate		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	62,575	****	175	****	11,450	****	273	****	1,562	****	659	****	75,587	****	1,107
Currency translation and other adjustments	****	(331)	****	—	****	17	****	—	****	24	****	18	****	(290)	****	18
Inter-group transfers	****	156	****	1	****	8	****	1	****	1	****	—	****	165	****	2
Transfers from Stage 1 to Stage 2	****	(14,018)	****	(50)	****	14,018	****	50	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	8,374	****	103	****	(8,374)	****	(103)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(170)	****	(1)	****	(741)	****	(44)	****	911	****	45	****	—	****	—
Transfers from Stage 3	****	54	****	7	****	82	****	15	****	(136)	****	(22)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(84)	****		****	151				214				281
Changes in risk parameters	****		****	(22)	****		****	(9)				42				11
Other changes in net exposure	****	7,479	****	30	****	(1,776)	****	(42)	****	(591)	****	(37)	****	5,112	****	(49)
Other (P&L only items)	****		****	(4)	****		****	(3)				(61)				(68)
Income statement (releases)/charges	****		****	(80)	****		****	97				158				175
Amounts written-off	****	—	****	—	****	—	****	—	****	(166)	****	(166)	****	(166)	****	(166)
Unwinding of discount	****		****	—	****		****	—				(26)				(26)
At 31 December 2025	****	64,119	****	159	****	14,684	****	292	****	1,605	****	727	****	80,408	****	1,178
Net carrying amount	****	63,960	****		****	14,392	****			878				79,230
At 1 January 2024		61,402		226		12,275		344		1,454		602		75,131		1,172
2024 movements		1,173		(51)		(825)		(71)		108		57		456		(65)
At 31 December 2024		62,575		175		11,450		273		1,562		659		75,587		1,107
Net carrying amount		62,400				11,177				903				74,480

●	Total ECL increased in the year primarily reflecting a small number of individual defaults. Despite the growth in Stage 3 ECL, transfers into Stage 3 reduced compared to 2024, with a notable reduction in transfers seen in the second half of 2025.
●	Total performing book ECL was stable year-on-year, but with a small increase in Stage 2, reflecting the net transfer of assets from Stage 1 into Stage 2.
---	---


NatWest Group Annual Report on Form 20-F 2025	78

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Commercial & Institutional - property		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	27,468	****	77	****	2,980	****	61	****	590	****	225	****	31,038	****	363
Currency translation and other adjustments	****	8	****	—	****	—	****	—	****	9	****	—	****	17	****	—
Inter-group transfers	****	(175)	****	—	****	(7)	****	—	****	(1)	****	—	****	(183)	****	—
Transfers from Stage 1 to Stage 2	****	(2,569)	****	(8)	****	2,569	****	8	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	2,021	****	23	****	(2,021)	****	(23)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(6)	****	—	****	(143)	****	(8)	****	149	****	8	****	—	****	—
Transfers from Stage 3	****	45	****	4	****	28	****	5	****	(73)	****	(9)	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(22)	****		****	31				13				22
Changes in risk parameters	****		****	(28)	****		****	(8)				18				(18)
Other changes in net exposure	****	3,692	****	15	****	(313)	****	(10)	****	(199)	****	(21)	****	3,180	****	(16)
Other (P&L only items)	****		****	—	****		****	—				—				—
Income statement (releases)/charges	****		****	(35)	****		****	13				10				(12)
Amounts written-off	****	—	****	—	****	—	****	—	****	(33)	****	(33)	****	(33)	****	(33)
Unwinding of discount	****		****	—	****		****	—				(8)				(8)
At 31 December 2025	****	30,484	****	61	****	3,093	****	56	****	442	****	193	****	34,019	****	310
Net carrying amount	****	30,423	****		****	3,037	****			249				33,709
At 1 January 2024		26,040		94		3,155		89		606		195		29,801		378
2024 movements		1,428		(17)		(175)		(28)		(16)		30		1,237		(15)
At 31 December 2024		27,468		77		2,980		61		590		225		31,038		363
Net carrying amount		27,391				2,919				365				30,675

●	Total ECL for property exposures reduced notably in the year, with reductions observed in all stages.
●	In Stage 3, both total financial assets and ECL reduced as there were low levels of default in the year, which were more than offset by the effects of repayments and write-offs.
---	---
●	Performing book ECL reduced in the year driven by changes in risk parameters, which included the impact of reductions in post model adjustments.
---	---


NatWest Group Annual Report on Form 20-F 2025	79

Credit risk – Banking activities continued

Flow statements (audited) continued


		Stage 1				Stage 2				Stage 3				Total
		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL		Financial assets		ECL
Commercial & Institutional - other		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	93,724	****	37	****	1,739	****	12	****	123	****	57	****	95,586	****	106
Currency translation and other adjustments	****	(377)	****	—	****	(3)	****	—	****	—	****	14	****	(380)	****	14
Inter-group transfers	****	18	****	—	****	(1)	****	—	****	—	****	—	****	17	****	—
Transfers from Stage 1 to Stage 2	****	(960)	****	(3)	****	960	****	3	****	—	****	—	****	—	****	—
Transfers from Stage 2 to Stage 1	****	1,714	****	11	****	(1,714)	****	(11)	****	—	****	—	****	—	****	—
Transfers to Stage 3	****	(82)	****	—	****	(29)	****	(1)	****	111	****	1	****	—	****	—
Transfers from Stage 3	****	8	****	—	****	9	****	—	****	(17)	****	—	****	—	****	—
Net re-measurement of ECL on stage transfer	****		****	(8)	****		****	7	****		****	44	****		****	43
Changes in risk parameters	****		****	(11)	****		****	(2)	****		****	19	****		****	6
Other changes in net exposure	****	3,828	****	10	****	(317)	****	1	****	(17)	****	5	****	3,494	****	16
Other (P&L only items)	****		****	—	****		****	—	****		****	(3)	****		****	(3)
Income statement (releases)/charges	****		****	(9)	****		****	6	****		****	65	****		****	62
Amounts written-off	****	—	****	—	****	—	****	—	****	(6)	****	(6)	****	(6)	****	(6)
Unwinding of discount	****		****	—	****		****	—	****		****	(3)	****		****	(3)
At 31 December 2025		97,873		36		644		9		194		128		98,711		173
Net carrying amount		97,837				635				66				98,538
At 1 January 2024		88,860		36		1,599		14		101		22		90,560		72
2024 movements		4,864		1		140		(2)		22		35		5,026		34
At 31 December 2024	****	93,724		37		1,739		12		123		57		95,586		106
Net carrying amount	****	93,687				1,727				66				95,480

●	The increase in Stage 3 financial assets and ECL primarily reflected the impact of a single large flow to default in the year.
●	Performing book ECL was marginally lower at 31 December 2025, with the Stage 2 ECL reduction reflective of exposure flowing back into Stage 1.
---	---


NatWest Group Annual Report on Form 20-F 2025	80

Credit risk – Banking activities continued

Stage 2 decomposition by a significant increase in credit risk trigger


		Mortgages				Credit cards				Other				Total
2025		£m		%		£m		%		£m		%		£m		%
Personal trigger (1)
PD movement	****	10,305		64.6	****	1,544		74.1	****	790		53.7	****	12,639		64.8
PD persistence	****	1,960		12.3	****	380		18.3	****	283		19.3	****	2,623		13.5
Adverse credit bureau recorded with credit reference agency	****	1,876		11.8	****	89		4.3	****	129		8.8	****	2,094		10.7
Forbearance support provided	****	178		1.1	****	2		0.1	****	7		0.5	****	187		1.0
Customers in collections	****	210		1.3	****	22		1.1	****	20		1.4	****	252		1.3
Collective SICR and other reasons (2)	****	1,287		8.1	****	44		2.1	****	232		15.8	****	1,563		8.0
Days past due >30	****	135		0.8	****	—		—	****	7		0.5	****	142		0.7
	****	15,951		100.0	****	2,081		100.0	****	1,468		100.0	****	19,500		100.0

2024
Personal trigger (1)
PD movement		14,480		68.8		1,425		72.9		809		49.9		16,714		67.8
PD persistence		3,951		18.8		414		21.2		388		23.9		4,753		19.3
Adverse credit bureau recorded with credit reference agency		936		4.4		71		3.6		119		7.3		1,126		4.6
Forbearance support provided		189		0.9		1		0.1		9		0.6		199		0.8
Customers in collections		169		0.8		3		0.2		2		0.1		174		0.7
Collective SICR and other reasons (2)		1,248		5.9		39		2.0		290		17.9		1,577		6.4
Days past due >30		88		0.4		0		0.0		5		0.3		93		0.4
		21,061		100.0		1,953		100.0		1,622		100.0		24,636		100.0

For the notes to this table refer to the following page.

●	Overall Stage 2 levels for Personal reduced, primarily driven by mortgages where stable portfolio trends and a PD model enhancements underpinned PD reductions in the year. The proportion of PD driven deterioration in Stage 2 remained broadly consistent with 31 December 2024 overall.
●	The reduction of PDs on mortgages, partly due to PD model enhancements, led to an increase in the proportion of Stage 2 captured by qualitative backstops, relative to last year.
---	---
●	Higher risk mortgage customers who utilised Mortgage Charter support measures continued to be collectively migrated into Stage 2 and were captured in the collective SICR and other reasons category.
---	---
●	Accounts that were less than 30 days past due continued to represent the vast majority of the Stage 2 population.
---	---


NatWest Group Annual Report on Form 20-F 2025	81

Credit risk – Banking activities continued

Stage 2 decomposition by a significant increase in credit risk trigger continued


		Corporate and other (3)				Financial institutions				Sovereign				Total
2025		£m		%		£m		%		£m		%		£m		%
Non-Personal trigger (1)
PD movement	****	16,238	****	87.9	****	148	****	41.5	****	141	****	53.0	****	16,527	****	86.6
PD persistence	****	214	****	1.2	****	2	****	0.6	****	—	****	—	****	216	****	1.1
Heightened Monitoring and Risk of Credit Loss	****	1,106	****	6.0	****	74	****	20.8	****	124	****	46.6	****	1,304	****	6.8
Forbearance support provided	****	185	****	1.0	****	—	****	—	****	—	****	—	****	185	****	1.0
Customers in collections	****	21	****	0.1	****	—	****	—	****	—	****	—	****	21	****	0.1
Collective SICR and other reasons (2)	****	571	****	3.1	****	130	****	36.5	****	1	****	0.4	****	702	****	3.7
Days past due >30	****	125	****	0.7	****	2	****	0.6	****	—	****	—	****	127	****	0.7
	****	18,460	****	100.0	****	356	****	100.0	****	266	****	100.0	****	19,082	****	100.0


2024
Non-Personal trigger (1)
PD movement	11,800	81.6	971	78.2	—	—	12,771	80.6
PD persistence	310	2.1	2	0.2	—	—	312	2.0
Heightened Monitoring and Risk of Credit Loss	1,599	11.1	83	6.7	132	99.2	1,814	11.5
Forbearance support provided	229	1.6	—	—	—	—	229	1.4
Customers in collections	34	0.2	—	—	—	—	34	0.2
Collective SICR and other reasons (2)	396	2.7	172	13.9	1	0.8	569	3.6
Days past due >30	96	0.7	13	1.0	—	—	109	0.7
	14,464	100.0	1,241	100.0	133	100	15,838	100.0

(1)	The table is prepared on a hierarchical basis from top to bottom, for example, accounts with PD deterioration may also trigger backstop(s) but are only reported under PD deterioration.
(2)	Includes cases where a PD assessment cannot be made and accounts where the PD has deteriorated beyond a prescribed backstop threshold aligned to risk management practices.
---	---

●	Stage 2 exposures increased during the year, in part reflecting the impact of post model adjustments in applying a risk profile downgrade to sectors deemed most at risk of economic uncertainty not captured in underlying models. The impact of cases moving into Stage 2 due to post model adjustments is captured in PD movement.
●	Non-Personal exposures in Stage 2 continued to be mainly captured through PD movement and presence on the Wholesale Problem Debt Management framework, which are the primary forward-looking credit deterioration triggers.
---	---


NatWest Group Annual Report on Form 20-F 2025	82

Credit risk – Banking activities continued

Stage 3 vintage analysis

The table below shows estimated vintage analysis of the material Stage 3 portfolios.


	2025				2024
	Retail Banking mortgages (1)		Non-Personal		Retail Banking mortgages (1)		Non-Personal
Stage 3 loans (bn)	1.1	****	2.2	****	2.3		2.4
Vintage (time in default):
<1 year	40	% ****	35	%	38	%	34	%
1-3 years	31	%	42	%	41	%	45	%
3-5 years	11	%	14	%	8	%	11	%
>5 years	18	%	9	%	13	%	10	%
	100	%	100	%	100	%	100	%

All values are in British Pounds.

(1)	Retail Banking excludes a non-material amount of lending held on relatively small legacy portfolios.

●	For Retail Banking mortgages, the value of Stage 3 defaulted assets reduced during 2025, primarily as a result of balance sheet management actions in 2025. Furthermore, there was an enhancement to the mortgage definition of default systems and process, resulting in approximately £0.4 billion of loans migrating from Stage 3 back to the good book.


NatWest Group Annual Report on Form 20-F 2025	83

Credit risk – Banking activities continued

Asset quality (audited)

The table below shows asset quality bands of gross loans and ECL, by stage, for the Personal portfolio.


		Gross loans								ECL provisions								ECL provisions coverage
		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		%		%		%		%
Mortgages
AQ1-AQ4	****	114,087	****	6,432	****	—	****	120,519	****	19	****	9	****	—	****	28	****	—	****	0.1	****	—	****	—
AQ5-AQ8	****	83,712	****	8,584	****	—	****	92,296	****	26	****	21	****	—	****	47	****	—	****	0.2	****	—	****	0.1
AQ9	****	140	****	935	****	—	****	1,075	****	—	****	6	****	—	****	6	****	—	****	0.6	****	—	****	0.6
AQ10	****	—	****	—	****	1,339	****	1,339	****	—	****	—	****	191	****	191	****	—	****	—	****	14.3	****	14.3
	****	197,939	****	15,951	****	1,339	****	215,229	****	45	****	36	****	191	****	272	****	—	****	0.2	****	14.3	****	0.1
Credit cards			****		****		****		****		****		****		****		****		****		****		****
AQ1-AQ4	****	117	****	—	****	—	****	117	****	1	****	—	****	—	****	1	****	0.9	****	—	****	—	****	0.9
AQ5-AQ8	****	5,850	****	1,967	****	—	****	7,817	****	123	****	181	****	—	****	304	****	2.1	****	9.2	****	—	****	3.9
AQ9	****	21	****	114	****	—	****	135	****	1	****	24	****	—	****	25	****	4.8	****	21.1	****	—	****	18.5
AQ10	****	—	****	—	****	242	****	242	****	—	****	—	****	190	****	190	****	—	****	—	****	78.5	****	78.5
	****	5,988	****	2,081	****	242	****	8,311	****	125	****	205	****	190	****	520	****	2.1	****	9.9	****	78.5	****	6.3
Other personal			****		****		****		****		****		****		****		****		****		****		****
AQ1-AQ4	****	765	****	112	****	—	****	877	****	5	****	12	****	—	****	17	****	0.7	****	10.7	****	—	****	1.9
AQ5-AQ8	****	8,148	****	1,212	****	—	****	9,360	****	161	****	137	****	—	****	298	****	2.0	****	11.3	****	—	****	3.2
AQ9	****	64	****	144	****	—	****	208	****	6	****	36	****	—	****	42	****	9.4	****	25.0	****	—	****	20.2
AQ10	****	—	****	—	****	956	****	956	****	—	****	—	****	731	****	731	****	—	****	—	****	76.5	****	76.5
	****	8,977	****	1,468	****	956	****	11,401	****	172	****	185	****	731	****	1,088	****	1.9	****	12.6	****	76.5	****	9.5
Total			****		****		****		****		****		****		****		****		****		****		****
AQ1-AQ4	****	114,969	****	6,544	****	—	****	121,513	****	25	****	21	****	—	****	46	****	—	****	0.3	****	—	****	—
AQ5-AQ8	****	97,710	****	11,763	****	—	****	109,473	****	310	****	339	****	—	****	649	****	0.3	****	2.9	****	—	****	0.6
AQ9	****	225	****	1,193	****	—	****	1,418	****	7	****	66	****	—	****	73	****	3.1	****	5.5	****	—	****	5.2
AQ10	****	—	****	—	****	2,537	****	2,537	****	—	****	—	****	1,112		1,112	****	—	****	—	****	43.8	****	43.8
	****	212,904	****	19,500	****	2,537	****	234,941	****	342	****	426	****	1,112	****	1,880	****	0.2	****	2.2	****	43.8	****	0.8


NatWest Group Annual Report on Form 20-F 2025	84

Credit risk – Banking activities continued

Asset quality (audited) continued


	Gross loans				ECL provisions				ECL provisions coverage
	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
2024	£m	£m	£m	£m	£m	£m	£m	£m	%	%	%	%
Mortgages
AQ1-AQ4	104,793	8,416	—	113,209	29	16	—	45	—	0.2	—	—
AQ5-AQ8	81,263	11,683	—	92,946	48	38	—	86	0.1	0.3	—	0.1
AQ9	194	962	—	1,156	—	6	—	6	—	0.6	—	0.5
AQ10	—	—	2,535	2,535	—	—	325	325	—	—	12.8	12.8
	186,250	21,061	2,535	209,846	77	60	325	462	—	0.3	12.8	0.2
Credit cards
AQ1-AQ4	128	—	—	128	1	—	—	1	0.8	—	—	0.8
AQ5-AQ8	4,650	1,866	—	6,516	75	169	—	244	1.6	9.1	—	3.7
AQ9	23	87	—	110	1	17	—	18	4.4	19.5	—	16.4
AQ10	—	—	176	176	—	—	118	118	—	—	67.1	67.1
	4,801	1,953	176	6,930	77	186	118	381	1.6	9.5	67.1	5.5
Other personal
AQ1-AQ4	691	127	—	818	6	14	—	20	0.9	11.0	—	2.4
AQ5-AQ8	6,521	1,359	—	7,880	120	134	—	254	1.8	9.9	—	3.2
AQ9	55	136	—	191	4	35	—	39	7.3	25.7	—	20.4
AQ10	—	—	860	860	—	—	656	656	—	—	76.3	76.3
	7,267	1,622	860	9,749	130	183	656	969	1.8	11.3	76.3	9.9
Total
AQ1-AQ4	105,612	8,543	—	114,155	36	30	—	66	—	0.4	—	0.1
AQ5-AQ8	92,434	14,908	—	107,342	243	341	—	584	0.3	2.3	—	0.5
AQ9	272	1,185	—	1,457	5	58	—	63	1.8	4.9	—	4.3
AQ10	—	—	3,571	3,571	—	—	1,099	1,099	—	—	30.8	30.8
	198,318	24,636	3,571	226,525	284	429	1,099	1,812	0.1	1.7	30.8	0.8

●

The distribution of lending across the AQ1-AQ9 bands remained broadly consistent with the prior year. Growth in the mortgage portfolio was mainly in the AQ1-AQ4 bands as expected.

●

The proportion of Stage 3/AQ10 loans declined over the year, mainly as a result of the balance sheet management actions described above, notably the mortgage securitisation which reduced Stage 3 loans by £0.8 billion. Furthermore, there was an enhancement to the mortgage definition of default systems and process resulting in approximately £0.4 billion of loans migrating from Stage 3 back to the good book. Within the credit card portfolio, flows into Stage 3 increased year-on-year, driven by strategic growth and seasoning of credit card balances since 2022. For other personal lending, flow rates into AQ10/Stage 3 remained stable, with AQ10 balances increasing as a result of reduced debt sale activity overall in the year.

---


NatWest Group Annual Report on Form 20-F 2025	85

Credit risk – Banking activities continued

Asset quality (audited) continued

The table below shows asset quality bands of gross loans and ECL, by stage, for the Non-Personal portfolio.


		Gross loans								ECL provisions								ECL provisions coverage
		Stage 1		Stage 2		Stage 3		Total		Stage 1		Stage 2		Stage 3		Total		Stage 1	Stage 2	Stage 3	Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		%	%	%	%
Corporate and other
AQ1-AQ4		43,968		2,314		—		46,282		29		15		—		44		0.1	0.7	—	0.1
AQ5-AQ8		53,783		15,882		—		69,665		199		326		—		525		0.4	2.1	—	0.8
AQ9		28		264		—		292		—		19		—		19		—	7.2	—	6.5
AQ10		—		—		1,990		1,990		—		—		944		944		—	—	47.4	47.4
		97,779		18,460		1,990		118,229		228		360		944		1,532		0.2	2.0	47.4	1.3
Financial institutions
AQ1-AQ4		68,620		154		—		68,774		20		2		—		22		—	1.3	—	—
AQ5-AQ8		5,339		196		—		5,535		17		3		—		20		0.3	1.5	—	0.4
AQ9	****	—	****	6	****	—	****	6	****	—	****	—	****	—	****	—	****	—	—	—	—
AQ10	****	—	****	—	****	141	****	141	****	—	****	—	****	113	****	113	****	—	—	80.1	80.1
	****	73,959	****	356	****	141	****	74,456	****	37	****	5	****	113	****	155	****	0.1	1.4	80.1	0.2
Sovereign															****		****
AQ1-AQ4	****	1,878	****	1	****	—	****	1,879	****	7	****	1	****	—	****	8	****	0.4	100.0	—	0.4
AQ5-AQ8	****	131	****	—	****	—	****	131	****	—	****	—	****	—	****	—	****	—	—	—	—
AQ9	****	—	****	265	****	—	****	265	****	—	****	4	****	—	****	4	****	—	1.5	—	1.5
AQ10	****	—	****	—	****	15	****	15	****	—	****	—	****	6	****	6	****	—	—	40.0	40.0
	****	2,009	****	266	****	15	****	2,290	****	7	****	5	****	6	****	18	****	0.4	1.9	40.0	0.8
Total															****		****
AQ1-AQ4	****	114,466	****	2,469	****	—	****	116,935	****	56	****	18	****	—	****	74	****	0.1	0.7	—	0.1
AQ5-AQ8	****	59,253	****	16,078	****	—	****	75,331	****	216	****	329	****	—	****	545	****	0.4	2.1	—	0.7
AQ9	****	28	****	535	****	—	****	563	****	—	****	23	****	—	****	23	****	—	4.3	—	4.1
AQ10	****	—	****	—	****	2,146	****	2,146	****	—	****	—	****	1,063	****	1,063	****	—	—	49.5	49.5
	****	173,747	****	19,082	****	2,146	****	194,975	****	272	****	370	****	1,063	****	1,705	****	0.2	1.9	49.5	0.9


NatWest Group Annual Report on Form 20-F 2025	86

Credit risk – Banking activities continued

Asset quality (audited) continued


	Gross loans				ECL provisions				ECL provisions coverage
	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
2024	£m	£m	£m	£m	£m	£m	£m	£m	%	%	%	%
Corporate and other
AQ1-AQ4	41,509	2,409	—	43,918	32	19	—	51	0.1	0.8	—	0.1
AQ5-AQ8	53,448	11,783	—	65,231	232	306	—	538	0.4	2.6	—	0.8
AQ9	34	272	—	306	—	19	—	19	—	7.0	—	6.2
AQ10	—	—	2,279	2,279	—	—	896	896	—	—	39.3	39.3
	94,991	14,464	2,279	111,734	264	344	896	1,504	0.3	2.4	39.3	1.4
Financial institutions
AQ1-AQ4	64,845	233	—	65,078	21	2	—	23	—	0.9	—	—
AQ5-AQ8	4,176	996	—	5,172	17	9	—	26	0.4	0.9	—	0.5
AQ9	—	12	—	12	—	1	—	1	—	8.3	—	8.3
AQ10	—	—	59	59	—	—	40	40	—	—	67.8	67.8
	69,021	1,241	59	70,321	38	12	40	90	0.1	1.0	67.8	0.1
Sovereign
AQ1-AQ4	1,364	1	—	1,365	12	1	—	13	0.9	100.0	—	1.0
AQ5-AQ8	127	—	—	127	—	—	—	—	—	—	—	—
AQ9	—	132	—	132	—	1	—	1	—	0.8	—	0.8
AQ10	—	—	21	21	—	—	5	5	—	—	23.8	23.8
	1,491	133	21	1,645	12	2	5	19	0.8	1.5	23.8	1.2
Total
AQ1-AQ4	107,718	2,643	—	110,361	65	22	—	87	0.1	0.8	—	0.1
AQ5-AQ8	57,751	12,779	—	70,530	249	315	—	564	0.4	2.5	—	0.8
AQ9	34	416	—	450	—	21	—	21	—	5.1	—	4.7
AQ10	—	—	2,359	2,359	—	—	941	941	—	—	39.9	39.9
	165,503	15,838	2,359	183,700	314	358	941	1,613	0.2	2.3	39.9	0.9

●	The majority of Non-Personal lending remained in the AQ1-AQ4 band, with the increase in the year driven by increases in financial institutions sectors. This portfolio is subject to low ECL coverage, reflecting the high credit quality in the portfolio.
●	In corporate sectors, Stage 2 exposure grew in the year, primarily in the AQ5-AQ8 band, which accounted for the majority of exposure to corporates. AQ10 exposures in Stage 3 reduced in corporates, as new defaults were more than offset by write-offs and repayments on previous defaults.
---	---
●	The increase in sovereigns exposure in AQ9 and Stage 2 was primarily due to increased exposure to a single counterparty where the lending is fully guaranteed.
---	---


NatWest Group Annual Report on Form 20-F 2025	87

Credit risk – Trading activities

This section details the credit risk profile of NatWest Group’s trading activities.

Securities financing transactions and collateral (audited)

The table below shows securities financing transactions in Commercial & Institutional and Central items & other. Balance sheet captions include balances held at all classifications under IFRS.


		Reverse repos						Repos
				Of which:		Outside netting				Of which:		Outside netting
		Total		can be offset		arrangements		Total		can be offset		arrangements
2025		£m		£m		£m		£m		£m		£m
Gross		95,674		95,618		56		89,789		87,730		2,059
IFRS offset		(31,599)		(31,599)		—		(31,599)		(31,599)		—
Carrying value	****	64,075	****	64,019	****	56	****	58,190	****	56,131	****	2,059
Master netting arrangements	****	(474)	****	(474)	****	—	****	(474)	****	(474)	****	—
Securities collateral	****	(63,292)	****	(63,292)	****	—	****	(55,657)	****	(55,657)	****	—
Potential for offset not recognised under IFRS	****	(63,766)	****	(63,766)	****	—	****	(56,131)	****	(56,131)	****	—
Net	****	309	****	253	****	56	****	2,059	****	—	****	2,059

2024
Gross		87,901		87,861		40		68,024		67,321		703
IFRS offset		(23,883)		(23,883)		—		(23,883)		(23,883)		—
Carrying value		64,018		63,978		40		44,141		43,438		703
Master netting arrangements		(1,549)		(1,549)		—		(1,549)		(1,549)		—
Securities collateral		(62,217)		(62,217)		—		(41,889)		(41,889)		—
Potential for offset not recognised under IFRS		(63,766)		(63,766)		—		(43,438)		(43,438)		—
Net		252		212		40		703		—		703


NatWest Group Annual Report on Form 20-F 2025	88

Credit risk – Trading activities continued

Derivatives (audited)

The table below shows derivatives by type of contract. The master netting agreements and collateral shown do not result in a net presentation on the balance sheet under IFRS. A significant proportion of the derivatives relate to trading activities in Commercial & Institutional. The table also includes hedging derivatives in Central items & other.


		2025														2024
		Notional
		GBP		USD		EUR		Other		Total		Assets		Liabilities		Notional	Assets	Liabilities
		£bn		£bn		£bn		£bn		£bn		£m		£m		£bn	£m	£m
Gross exposure	****											77,796		71,925	****		97,152	93,109
IFRS offset	****											(17,007)	****	(17,951)			(18,746)	(21,027)
Carrying value	****	3,460	****	3,573	****	6,328	****	1,158	****	14,519	****	60,789	****	53,974		13,628	78,406	72,082
Of which:
Interest rate (1)	****	3,125	****	2,072	****	5,699	****	192	****	11,088	****	32,742	****	26,758		10,333	37,499	31,532
Exchange rate	****	331	****	1,495	****	622	****	966	****	3,414	****	27,981	****	27,042		3,279	40,797	40,306
Credit	****	2	****	6	****	7	****	—	****	15	****	66	****	174		14	110	244
Equity and commodity	****	2	****	—	****	—	****	—	****	2	****	—	****	—		2	—	—
Carrying value	****									14,519	****	60,789	****	53,974		13,628	78,406	72,082
Counterparty mark-to-market netting	****		****									(45,928)		(45,928)			(61,883)	(61,883)
Cash collateral	****		****									(9,275)		(4,281)			(10,005)	(5,801)
Securities collateral	****		****									(3,283)		(1,256)			(4,072)	(896)
Net exposure	****		****									2,303		2,509			2,446	3,502
Banks (2)	****		****									89		217			214	345
Other financial institutions (3)	****		****									1,508		1,160			1,429	1,456
Corporate (4)	****		****									673		1,110			769	1,669
Government (5)	****		****									33		22			34	32
Net exposure	****		****									2,303		2,509			2,446	3,502
UK	****		****									1,098		1,548			1,061	1,774
Europe	****		****									693		589			875	978
US	****		****									437		283			443	604
RoW	****		****									75		89			67	146
Net exposure	****		****									2,303		2,509			2,446	3,502

Asset quality of uncollateralised derivative assets
AQ1-AQ4	****											1,865					2,049
AQ5-AQ8	****											435					394
AQ9-AQ10	****											3					3
Net exposure	****											2,303					2,446

(1)	The notional amount of interest rate derivatives includes £8,768 billion (2024 – £7,321 billion) in respect of contracts cleared through central clearing counterparties.
(2)	Transactions with certain counterparties with whom NatWest Group has netting arrangements but collateral is not posted on a daily basis; certain transactions with specific terms that may not fall within netting and collateral arrangements; derivative positions in certain jurisdictions where the collateral agreements are not deemed to be legally enforceable.
---	---
(3)	Includes transactions with securitisation vehicles and funds where collateral posting is contingent on NatWest Group’s external rating.
---	---
(4)	Mainly large corporates with whom NatWest Group may have netting arrangements in place with no collateral posting.
---	---
(5)	Sovereigns and supranational entities with no collateral arrangements, collateral arrangements that are not considered enforceable, or one-way collateral agreements in their favour.
---	---


NatWest Group Annual Report on Form 20-F 2025	89

Credit risk – Trading activities continued

Debt securities (audited)

The table below shows debt securities held at mandatory fair value through profit or loss by issuer as well as ratings based on the lowest of Standard & Poor’s, Moody’s and Fitch.


		Central and local government
		UK		US		Other		Financial institutions		Corporate		Total
2025		£m		£m		£m		£m		£m		£m
AAA	****	—		—	****	1,505	****	1,283	****	—	****	2,788
AA to AA+	****	—		4,153	****	257	****	309	****	18	****	4,737
A to AA-	****	2,105		—	****	1,481	****	596	****	215	****	4,397
BBB- to A-	****	—		—	****	892	****	256	****	384	****	1,532
Non-investment grade	****	—		—	****	—	****	11	****	50	****	61
Total	****	2,105	****	4,153	****	4,135	****	2,455	****	667	****	13,515

2024
AAA		—		—		1,335		1,368		—		2,703
AA to AA+		—		3,734		74		569		2		4,379
A to AA-		2,077		—		1,266		381		519		4,243
BBB- to A-		—		—		831		562		885		2,278
Non-investment grade		—		—		—		108		167		275
Total		2,077		3,734		3,506		2,988		1,573		13,878


NatWest Group Annual Report on Form 20-F 2025	90

Credit risk – Trading activities continued

Cross border exposure

Cross border exposures comprise both banking and trading activities, including reverse repurchase agreements. Exposures comprise loans and advances, including finance leases and instalment credit receivables, and other monetary assets, such as debt securities. The geographical breakdown is based on the country of domicile of the borrower or guarantor of ultimate risk. Cross border exposures include non-local currency claims of overseas offices on local residents but exclude exposures to local residents in local currencies. The table shows cross border exposures greater than 0.5% of NatWest Group’s total assets at the end of each reporting period.


		Government		Banks		Other		Total		Short positions		Net of short positions
2025		£m		£m		£m		£m		£m		£m
Western Europe		9,877		11,547		28,623		50,047		4,544		45,503
Of which: France	****	1,631		3,039		7,760		12,430		755		11,675
Of which: Germany	****	2,184		5,615		812		8,611		1,877		6,734
Of which: Luxembourg	****	224		30		9,295		9,549		—		9,549
Cayman Islands (1)	****	—		—		4,453	****	4,453		—		4,453
United States	****	4,571	****	2,439	****	22,983	****	29,993	****	1,256	****	28,737
Jersey		—		—		4,565		4,565		—		4,565
Canada	****	1,855	****	1,244	****	4,041	****	7,140	****	10	****	7,130
Other institutions (2)	****	5,638	****	—	****	—	****	5,638	****	173	****	5,465

2024
Western Europe		8,581		11,669		29,891		50,141		5,889		44,252
Of which: France		2,347		2,543		11,161		16,051		1,491		14,560
Of which: Germany		1,149		5,937		702		7,788		1,957		5,831
Of which: Luxembourg		61		412		7,940		8,413		10		8,403
Of which: Ireland		162		49		3,306		3,517		85		3,432
United States		5,246		3,307		21,576		30,129		1,767		28,362
Jersey		—		—		5,030		5,030		—		5,030
Canada		1,664		1,555		2,308		5,527		26		5,501
Other institutions (2)		4,520		—		—		4,520		94		4,426

(1)	Cayman Islands did not meet the reporting threshold required for inclusion in the table for 2024.
(2)	Other institutions category denotes any international organisation which is governed by public international law or which has been set up by or on the basis of an agreement between two or more countries.
---	---


NatWest Group Annual Report on Form 20-F 2025	91

Capital, liquidity and funding risk

NatWest Group continually ensures a comprehensive approach is taken to the management of capital, liquidity and funding, underpinned by frameworks, risk appetite and policies, to manage and mitigate its capital, liquidity and funding risks. The framework ensures the tools and capability are in place to facilitate the management and mitigation of risk ensuring NatWest Group operates within its regulatory requirements and risk appetite.

Definitions **** (audited)

Regulatory capital consists of reserves and instruments issued that are available, have a degree of permanency and are capable of absorbing losses. A number of strict conditions set by regulators must be satisfied to be eligible as capital.

Capital risk is the inability to conduct business in base or stress conditions on a risk or leverage basis due to insufficient qualifying capital as well as the failure to assess, monitor, plan and manage capital adequacy requirements.

Liquidity consists of assets that can be readily converted to cash within a short timeframe at a reliable value. Liquidity risk is defined as the risk that the Group or any of its subsidiaries or branches cannot meet it’s actual or potential financial obligations in a timely manner as they fall due in the short term.

Funding consists of on-balance sheet liabilities that are used to provide cash to finance assets. Funding risk is the current or prospective risk that the Group or its subsidiaries or branches cannot meet financial obligations as they fall due in the medium to long term, either at all or without increasing funding costs unacceptably.

Liquidity and funding risks arise in a number of ways, including through the maturity transformation role that banks perform. The risks are dependent on factors such as:

●	Maturity profile;
●	Composition of sources and uses of funding;
---	---
●	The quality and size of the liquidity portfolio;
---	---
●	Wholesale market conditions; and
---	---
●	Depositor and investor behaviour.
---	---

Sources of risk (audited)

Capital

The eligibility of instruments and financial resources as regulatory capital is laid down by applicable regulation. Capital is categorised under two tiers (Tier 1 and Tier 2) according to the ability to absorb losses, degree of permanency and the ranking of absorbing losses on either a going or gone concern basis. There are three broad categories of capital across these two tiers:

CET1 capital - CET1 capital must be perpetual and capable of unrestricted and immediate use to cover risks or losses as soon as these occur. This includes ordinary shares issued and retained earnings.

Additional Tier 1 (AT1) capital - This is the second type of loss-absorbing capital and must be capable of absorbing losses on a going concern basis.

These instruments are either written down or converted into CET1 capital when the CET1 ratio falls below a pre-specified level.

Tier 2 capital - Tier 2 capital is the bank entities’ supplementary capital and provides loss absorption on a gone concern basis. Tier 2 capital absorbs losses after Tier 1 capital. It typically consists of subordinated debt securities which must have a minimum of five years to maturity at all times to be fully recognised for regulatory purposes.

Minimum requirement for own funds and eligible liabilities (MREL)

In addition to regulatory capital, certain loss-absorbing instruments issued by NatWest Group, such as eligible senior notes and Tier 2 capital instruments, may be used to meet MREL. MREL comprises regulatory capital (Common Equity Tier 1, Additional Tier 1 and Tier 2) together with specific senior or subordinated bail-inable debt. To quality, instruments must be fully paid-up, have a remaining maturity of at least one year, and be capable of being written down or converted into equity should the Natwest Group enter resolution. These resources support “gone-concern” requirements, ensuring that sufficient loss-absorbing capacity is available to facilitate an orderly resolution if the Bank of England determines that NatWest Group has failed or is likely to fail.


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Liquidity

NatWest Group maintains a prudent approach to the definition of liquidity portfolio to ensure it is available when and where required, taking into account regulatory, legal and other constraints. Following ringfencing legislation, liquidity is no longer considered fungible across NatWest Group. Principal liquidity portfolios are maintained in the UK Domestic Liquidity Sub-Group (UKDoLSub) (primarily in NatWest Bank Plc), NatWest Markets Plc, RBS International Limited and RBSH N.V. Some disclosures in this section where relevant are presented, on a consolidated basis, for NatWest Group and the UK DoLSub.

Liquidity portfolio is divided into primary and secondary liquidity as follows:

●	Primary liquidity is LCR eligible assets and includes cash and balances at central banks, Treasury bills and high quality government securities.
●	Secondary liquidity is assets eligible as collateral for local central bank liquidity facilities. These assets include own-issued securitisations or loans that are retained on balance sheet and pre-positioned with a central bank so that they may be converted into additional sources of liquidity at very short notice.
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Funding

NatWest Group maintains a diversified set of funding sources, including customer deposits, wholesale deposits and term debt issuance. These are managed against both internal funding and regulatory metrics. The principal levels at which funding risk is managed are at NatWest Group, NatWest Holdings Group, UK DoLSub, NatWest Markets Plc, RBS International Limited and RBSH N.V.. NatWest Group also retains access to central bank funding facilities.

For further details on capital constituents and the regulatory framework covering capital, liquidity and funding requirements, refer to the 2025 NatWest Group Pillar 3 Report.

Capital risk management

Capital management ensures that there is sufficient capital and other loss-absorbing instruments to operate effectively including meeting minimum regulatory requirements, operating within Board-approved risk appetite, maintaining its credit rating and supporting its strategic goals.

Capital management is critical in supporting the businesses and is enacted through an end-to-end framework across businesses and legal entities. Capital is managed within the organisation at the following levels; NatWest Group consolidated, NWH Group sub consolidated, NatWest Markets Plc, RBS Holdings N.V. and RBS International Limited. The banking subsidiaries within NWH Group are governed by the same principles, processes and management as NatWest Group. Note that although the aforementioned entities are regulated in line with Basel III principles, local implementation of the framework differs across geographies.

Capital planning is integrated into NatWest Group’s wider annual budgeting process and is assessed and updated at least monthly. Regular returns are submitted to the PRA which include a two-year rolling forecast view. Other elements of capital management, including risk appetite and stress testing, are set out on pages 33 to 40.

Produce capital plans

Capital plans are produced for NatWest Group, its key operating entities and its businesses over a five-year planning horizon under expected and stress conditions. Stressed capital plans are produced to support internal stress testing in the ICAAP for regulatory purposes.

Shorter-term forecasts are developed frequently in response to actual performance, changes in internal and external business environment and to manage risks and opportunities.

Assess capital adequacy

Capital plans are developed to maintain capital of sufficient quantity and quality to support NatWest Group’s business, its subsidiaries and strategic plans over the planning horizon within approved risk appetite, as determined via stress testing, and minimum regulatory requirements.

Capital resources and capital requirements are assessed across a defined planning horizon.

Impact assessment captures input from across NatWest Group including from businesses.


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Inform capital actions

Capital planning informs potential capital actions including buy backs, redemptions, dividends and new issuance to external investors or via internal transactions.

Decisions on capital actions will be influenced by strategic and regulatory requirements, risk appetite, costs and prevailing market conditions.

As part of capital planning, NatWest Group will monitor its portfolio of external capital securities and assess the optimal blend and most cost effective means of financing.

Capital planning is one of the tools that NatWest Group uses to monitor and manage capital risk on a going and gone concern basis, including the risk of excessive leverage.

Liquidity risk management

NatWest Group manages its liquidity risk taking into account regulatory, legal and other constraints to ensure sufficient liquidity is available where required to cover liquidity stresses.

The principal levels at which liquidity risk is managed are:

●	NatWest Group
●	NatWest Holdings Group
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●	UK DoLSub
---	---
●	NatWest Markets Plc
---	---
●	NatWest Markets Securities Inc.
---	---
●	RBS International Limited
---	---
●	RBSH N.V.
---	---

The UK DoLSub is PRA-regulated and comprises NatWest Holdings three licensed deposit-taking UK banks: National Westminster Bank Plc (NWB Plc), The Royal Bank of Scotland plc (RBS plc) and Coutts & Company.

NatWest Group categorises its liquidity portfolio, including its locally managed liquidity portfolios, into primary and secondary liquid assets. The size of the liquidity portfolios are determined by referencing NatWest Group’s liquidity risk appetite. NatWest Group retains a prudent approach to setting the composition of the liquidity portfolios, which is subject to internal policies applicable to all entities and limits over quality of counterparty, maturity mix and currency mix.

RBS International Limited and RBSH N.V. hold locally managed portfolios that comply with local regulations that may differ from PRA rules.

The liquidity value of the portfolio is determined by taking current market prices and applying a discount or haircut, to give a liquidity value that represents the amount of cash that can be generated by the asset.

Funding risk management

NatWest Group manages funding risk through a comprehensive framework which measures and monitors the funding risk on the balance sheet including quantitative and qualitative analysis of the behavioural aspects of its assets and liabilities as well as the funding concentration.


NatWest Group Annual Report on Form 20-F 2025	94

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Prudential regulation changes that may impact capital requirements

NatWest Group faces numerous changes in prudential regulation that may impact the minimum amount of capital it must hold and consequently may increase funding costs and reduce return on equity.

Regulatory changes are actively monitored by NatWest Group, including engagement with industry associations and regulators and participation in quantitative impact studies. Monitoring the changing regulatory landscape forms a fundamental part of capital planning and management of its business. NatWest Group believes that its strategy to focus on simpler, lower-risk activities within a more resilient recovery and resolution framework will enable it to manage the impact of these.

UK and EU implementation of Basel framework

The Basel framework is an internationally agreed set of measures developed by the Basel Committee on Banking Supervision (BCBS). The Basel III standards are minimum requirements which apply to internationally active banks and ensure a global level playing field on financial regulation. Individual jurisdictions must decide how to implement the standards.

UK Basel III reforms & guidance

On 20 January 2026, the PRA published its final Basel 3.1 rules in relation to PS17/23 and PS9/24, re-affirming that implementation of the reforms will take place on 1 January 2027. For Market Risk, the PRA decided to delay the FRTB-IMA implementation until 1 January 2028, giving firms the option to use their existing IMA permissions until then. The policy statement included amendments to certain FRTB ASA (Alternative Standardised Approach) requirements, including a permissions regime for the residual risk add-on (RRAO). The policy statement also made minor amendments, corrections and clarifications to the calculation of Credit Risk and Operational Risk RWAs.

In 2025, the PRA also confirmed in PS7/25 its approach to Pillar 2A lending adjustments for Basel 3.1, ensuring that the removal of SME and infrastructure support factors from Pillar 1 RWAs does not raise overall capital requirements.

We expect Basel 3.1 to increase RWAs by around £10 billion on 1 January 2027.

EU Basel III reforms

Equivalent changes in the EU capital rules relating to the Basel III standards are implemented in the EU by the latest Banking Package (CRR III/ CRD VI) which entered into force on 9 July 2024.

The EU CRR III rules became effective on 1 January 2025, except for the Market Risk FTRB rules which will be implemented on 1 January 2027. In November 2025, the European Commission issued a consultation for targeted amendments to the FRTB framework. The impact of these changes will be limited to NatWest Group’s EU subsidiaries.

The CRD VI requirements must be incorporated into the national legislation of EU member states by early 2026. Among other changes, the directive introduces new prudential capital and liquidity standards for third‑country branches, which will apply from 11 January 2027. These changes will only affect NatWest Group’s EU third-country branches where certain conditions are met. NatWest Group continues to evaluate its EU operating model, making adaptations as necessary


NatWest Group Annual Report on Form 20-F 2025	95

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Other developments in 2025

UK Capital Requirements review

In December 2025, the Financial Policy Committee (FPC) published its updated assessment of the appropriate level and structure of capital requirements for the UK banking sector, alongside a broader review of the capital framework. The Committee noted that the system-wide benchmark Tier 1 capital requirement is now considered to be around 13% of RWAs, compared with the earlier benchmark of approximately 14%. The UK countercyclical capital buffer rate was maintained at its neutral setting of 2%.

At the same time, the FPC launched a broader consultation on capital requirements, open until 2 April 2026. The consultation covers several areas, including the ensuring the leverage ratio continues to operate as intended; improving the usability and effectiveness of capital buffers; and assessing the calibration and interaction of domestic-exposure-based requirements to ensure they remain proportionate and free from unintended overlaps.

O-SII buffers

In July 2025, the PRA re issued its 2024 O SII buffer rates to incorporate the FPC’s revised approach to O SII buffer thresholds, which now includes indexation. NatWest Group plc remains on the PRA’s O SII list, and the O SII buffer for its ring fenced sub group, NatWest Holdings Group, was maintained at 1.5%.

Leverage ratio requirements

In November 2025, PRA published final policy in PS22/25 which increases the retail deposit threshold for the application of the minimum leverage ratio requirements (3.25% and applicable buffers) from £50 billion to £75 billion. This policy took effect on 1 January 2026.

PRA Step-in risk framework implementation

In April 2025, the PRA finalised its policy for the identification and management of step-in risk for UK banks, aligning to the BCBS guidelines. Step-in risk is deemed a Pillar 2 risk and must be assessed as part of the firm’s ICAAP. The PRA expects governance, monitoring and controls to be embedded within the existing risk management framework. The requirements took effect on 1 January 2026.

MREL requirements

In July 2025, the Bank of England published final policy changes relating to its approach to setting to setting a MREL. The revised rules introduce a requirement to use the full accounting value for measuring eligible liabilities towards MREL resources. The policy changes took effect from 1 January 2026.

Prudential treatment of non-UK Covered bonds

HMT is considering the introduction of an Overseas Prudential Requirements Regime (OPRR) that could be used to designate equivalency for non-UK covered bonds. Pending finalisation of this approach, the PRA do not expect firms to alter their approach to inclusion of non-UK covered bonds including for new issuances, in Level 2 HQLA (High Quality Liquid Assets) under the Liquidity Coverage Ratio (CRR) Part of the PRA Rulebook.


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Summary of future changes to prudential regulation in UK that may impact NatWest Group

The table below covers expected future changes to prudential regulation in the UK which may impact NatWest Group at a consolidated level. Certain entities within the group will be exposed to changes in prudential regulation from other legislative bodies and/or local supervisory authorities where NatWest Group’s entities are authorised (e.g. the EU and Jersey) on a solo basis and these changes may be different in substance, scope and timing from those highlighted below.

In addition to the future changes shown in the table below, the model changes required under CRD IV are still under development and subject to PRA approval. In line with all firms with permissions to use the IRB approach, NatWest Group is currently undertaking a programme of model and rating system development, to align with new regulations which came into force on 1 January 2022. The final CRD IV model outcomes may lead to changes in RWAs in 2026 and beyond.

Area of development	Key changes	Status /Implementation date
Basel III reforms
PRA Basel 3.1 Implementation	Output floor – CET1% calculation<br><br><br><br>●<br><br>The output floor will apply at the highest level of consolidation for UK groups (e.g., NatWest Group) and at the sub-consolidated level for ring‑fenced sub-groups (e.g., NatWest Holdings Group).<br><br>●<br><br>It will apply to the full capital stack, including capital buffers.<br><br>●<br><br>A transitional period applies, with the floor set at 60% from 1 January 2027, increasing to 72.5% from 1 January 2030.	Status: Final rules published in PS1/26<br><br>Implementation date: 1 January 2027, except for FRTB-IMA rules which will apply from 1 January 2028
	Credit Risk RWAs (STD, IRB, FIRB)<br><br><br><br>●<br><br>Significant revisions to the standardised credit risk approach, including changes to unrated corporates, SMEs, specialised lending, mortgages and equity exposures.<br><br>●<br><br>Restrictions to the IRB framework, requiring the standardised approach for central government and equity exposures and FIRB for financial institutions and large corporates, alongside new input floors and other modelling updates.<br><br>●<br><br>Removal of the SME and infrastructure supporting factors from both IRB and standardised approaches.<br><br>●<br><br>Amending the credit risk mitigation framework, withdrawing certain internal modelling approaches, removing the double‑default treatment and introducing a new risk‑weight substitution method for some exposures.	We expect Basel 3.1 to increase RWAs by around £10 billion on 1 January 2027.
	Market Risk RWAs<br><br><br><br>●<br><br>Implementing new modelled and standardised approaches under the FRTB framework, including the Alternative Standardised Approach (ASA) for which a residual‑risk-add‑on permissions regime has been confirmed.<br><br>●<br><br>Revision of the banking–trading book boundary.<br><br>●<br><br>A one‑year deferral of FRTB‑IMA to 1 January 2028, with existing IMA permissions remaining in place until that date.<br><br>●<br><br>Policy changes to the capitalisation of FX risk are also being introduced.


NatWest Group Annual Report on Form 20-F 2025	97

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Summary of future changes to prudential regulation in UK that may impact NatWest Group continued


Area of development	Key changes	Status /Implementation date
Basel III reforms continued
	CVA/ Counterparty Credit Risk RWAs<br><br><br><br>●<br><br>Removal of the modelled CVA approach and introducing two new methodologies: SA‑CVA and BA‑CVA.<br><br>●<br><br>Implementing a new standardised CVA framework aligned with Basel standards, including the removal of exemptions previously applied to sovereigns, non‑financial counterparties and pension funds.<br><br>●<br><br>Reducing the SA‑CCR alpha factor from 1.4 to 1 for non‑financial counterparties and pension funds.
	Operational Risk RWAs<br><br><br><br>●<br><br>Implementation of a new standardised approach.<br><br>●<br><br>Internal Loss Multiplier (ILM) set to 1.<br><br>●<br><br>Changes to the income requirements in scope of the business indicator.
Pillar 2A reforms
Streamlining the Pillar 2A capital framework and the capital communications process	●<br><br>Finalisation of rules to streamline firm‑specific capital communications, by simplifying both the content and the processes for setting Pillar 2A requirements, systemic buffers and the Additional Leverage Ratio Buffer (ALRB).<br><br>●<br><br>Minor clarifications for IRRBB and pension obligation risk within Pillar 2A, with no impact on capital requirements and no change to the PRA’s underlying approaches to these risks.	Status: Final policy for capital communications published in PS2/25.<br><br>Near-final rules for IRRBB and Pension risk published in PS18/25.<br><br>Implementation dates:<br><br>PS2/25: 31 March 2025<br><br>PS18/25: 1 July 2026
Pillar 2A methodologies review	Phase 1<br><br><br><br>●<br><br>Policy proposals under CP12/25 to update the Pillar 2A framework to address Basel 3.1 impacts.<br><br>●<br><br>Introduction of Pillar 2A lending adjustments for Basel 3.1 under PS7/25 (May 2025), compensating for the removal of SME and infrastructure support factors.<br><br><br><br>Phase 2<br><br><br><br>●<br><br>It will involve a deeper review of individual Pillar 2A methodologies to refine expectations, improve effectiveness, and identify further burden‑reduction opportunities.	Status: Awaiting final rules; PRA consultation under CP12/25 closed in September 2025.<br><br>Implementation dates:<br><br>Phase 1: 1 July 2026, for the changes to pension obligation risk, market risk and counterparty credit risk.<br><br>Phase 2: 1 January 2027, for the changes to credit risk and operational risk including P2A lending adjustments.


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Summary of future changes to prudential regulation in UK that may impact NatWest Group continued


Area of development	Key changes	Status /Implementation date
UK CRR restatements
PRA restatements of assimilated law – 2026 & 2027 implementations	2026 implementation<br><br><br><br>●<br><br>Restatement of capital definitions, making no substantive changes.<br><br>●<br><br>Clarification of supervisory expectations for the inclusion of interim profits in CET1 capital and the conditions for reducing AT1 and T2 instruments.<br><br>●<br><br>Existing ECAI mappings are to be onshored.<br><br>●<br><br>Supervisory expectations for synthetic risk transfer (SRT) securitisations are further clarified.	Status: Final policy published in PS12/25<br><br>Implementation date: 1 January 2026
	2027 implementation<br><br><br><br>●<br><br>Substantive revisions to the securitisation capital framework, including changes to the SEC‑SA calculation.<br><br>●<br><br>Updating of the capital treatment for exposures under the Mortgage Guarantee Scheme	Status: Near final rules published in PS19/25; final rules expected in Q1 2026.<br><br>Implementation date: 1 January 2027
UK MREL requirements
Bank of England - Amendments to the approach to setting a minimum requirement for own funds and eligible liabilities	●<br><br>Policy updates to setting the minimum requirement for own funds and eligible liabilities (MREL).<br><br>●<br><br>Updated supervisory expectations for measuring non‑CET1 instruments, confirming the use of accounting values for this purpose.	Status: Final MREL Statement of Policy published<br><br>Implementation date: 1 January 2026
Step-in Risk & Large Exposures reforms
PRA framework for step-in risk	●<br><br>Implementation of the Basel guidelines for step-in risk in the PRA Rulebook.<br><br>●<br><br>Step-in risk is deemed a Pillar 2 risk and must be assessed as part of the NatWest Group’s ICAAP.	Status: Final policy published in PS5/25 and SS1/25 (April 2025)<br><br>Implementation date: 1 January 2026
PRA amendments to the Large Exposures Framework	Part 1<br><br><br><br>●<br><br>Onshoring of the EBA guidelines for the identification requirements of Connected Clients in the Large Exposures (CRR) part of the PRA Rulebook.<br><br>●<br><br>Stricter requirements for exposures to certain French counterparties.<br><br><br><br>Part 2<br><br><br><br>●<br><br>Further policy changes stemming from CP14/24 are expected in 2026 with respect to mandatory substitution approach, the removal of the use of IMM methods for calculating exposure values for SFTs and revised rules for intragroup permissions.	Status: Final policy for Phase 1 published in PS14/25 (July 2025)<br><br>Implementation dates:<br><br>Part 1: 1 January 2026<br><br>Part 2: Not yet confirmed


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Key points

CET1 ratio<br><br>14.0%<br><br>(2024 - 13.6%)	The CET1 ratio increased by 40 basis points to 14.0% due to a £2.1 billion increase in CET1 capital offset by a £10.1 billion increase in RWAs.<br><br>The CET1 capital increase was mainly driven by an attributable profit to ordinary shareholders of £4.7 billion (net of ordinary interim dividend paid) and other movements on reserves and regulatory adjustments of £0.7 billion partially offset by a share buyback of £1.5 billion and a foreseeable ordinary dividend accrual of £1.8 billion.

RWAs<br><br>£193.3bn<br><br>(2024 - £183.2bn)	Total RWAs increased by £10.1 billion to £193.3 billion mainly reflecting:<br><br>●<br><br>an increase in credit risk RWAs of £7.6 billion, primarily reflecting franchise lending growth, including unsecured balances acquired from Sainsbury's Bank offset by the benefits of RWA management actions. An increase in CRD IV model updates partially offset by the movements in risk metrics and foreign exchange.<br><br>●<br><br>an increase in counterparty credit risk RWAs of £0.5 billion mainly driven by revised close-out periods for securities financing transactions partially offset by new bespoke portfolio credit default swap and CRD IV model updates.<br><br>●<br><br>an increase in operational risk RWAs of £3.8 billion following the annual recalculation, including an acceleration of £1.6 billion from Q1 2026 to align with market practice.<br><br>●<br><br>a reduction in market risk RWAs of £1.7 billion, mainly driven by active risk management on options trading and changes in government bond and bond futures positions.

UK leverage ratio<br><br>4.8%<br><br>(2024 - 5.0%)	The leverage ratio decreased by 20 basis points to 4.8% due to a £47.2 billion increase in leverage exposure partially offset by a £1.4 billion increase in Tier 1 capital. The key drivers in the leverage exposure movement were an increase in other financial assets and other off balance sheet items.

<br><br><br><br>	<br><br>


MREL ratio<br><br>31.9%<br><br>(2024 - 33.0%)	The MREL ratio decreased by 110 basis points driven by a £10.1 billion increase in RWAs partially offset by a £1.2 billion increase in MREL resources.<br><br>MREL resources increased to £61.6 billion driven by a £2.1 billion increase in CET1 capital offset by a £0.7 billion decrease in AT1 capital, a £0.2 billion decrease in Tier 2 capital, and a £0.1 billion decrease in senior unsecured debt. AT1 and Tier 2 capital movements were driven by issues and redemptions in the period, whilst the senior unsecured debt movement was driven by issues and redemptions totalling £1.7 billion, offset by a $1.5bn debt instrument that ceased to count towards MREL resources 12 months before it matures, and foreign exchange movements of £0.6 billion.

Liquidity portfolio<br><br>£237.9bn<br><br>(2024 - £222.3bn)	The liquidity portfolio increased by £15.6 billion to £237.9 billion during the year. Primary liquidity decreased by £3.8 billion to £157.3 billion, driven by strong lending growth, TFSME tranche repayment partially offset by deposit growth and new issuances. Secondary liquidity increased by £19.4 billion due to an increase in pre-positioned collateral at the Bank of England.

LCR average<br><br>147%<br><br>(2024 - 151%)	The average Liquidity Coverage Ratio (LCR) decreased by 4% to 147%, during 2025, driven by increased lending partially offset by deposit growth.

NSFR average<br><br>135%<br><br>(2024 - 137%)	The average Net Stable Funding Ratio (NSFR) decreased by 2% to 135% during 2025 driven by increased lending, partially offset by deposit growth.


NatWest Group Annual Report on Form 20-F 2025	100

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Minimum requirements

Maximum Distributable Amount (MDA) and Minimum Capital Requirements

NatWest Group is subject to minimum capital requirements relative to RWAs. The table below summarises the minimum capital requirements (the sum of Pillar 1 and Pillar 2A), and the additional capital buffers which are held in excess of the regulatory minimum requirements and are usable in stress.

Where the CET1 ratio falls below the sum of the minimum capital and the combined buffer requirement, there is a subsequent automatic restriction on the amount available to service discretionary payments (including AT1 coupons), known as the MDA. Note that different capital requirements apply to individual legal entities or sub-groups and the table shown does not reflect any incremental PRA buffer requirements, which are not disclosable.

The current capital position provides significant headroom above both our minimum requirements and our MDA threshold requirements.


Type		CET1		Total Tier 1		Total capital	****
Pillar 1 requirements	****	4.5	%	6.0	%	8.0	%
Pillar 2A requirements	****	1.6	%	2.2	%	2.9	%
Minimum Capital Requirements	****	6.1	%	8.2	%	10.9	%
Capital conservation buffer	****	2.5	%	2.5	%	2.5	%
Countercyclical capital buffer (1)	****	1.7	%	1.7	%	1.7	%
MDA threshold (2)	****	10.3	%	n/a		n/a
Overall capital requirement	****	10.3	%	12.4	%	15.1	%
Capital ratios at 31 December 2025	****	14.0	%	16.4	%	19.3	%
Headroom (3) (4)	****	3.7	%	4.0	%	4.2	%

(1)	The UK countercyclical buffer (CCyB) rate is currently being maintained at 2%. This may vary in either direction in the future subject to how risks develop. Foreign exposures may be subject to different CCyB rates depending on the rate set in those jurisdictions.
(2)	Pillar 2A requirements for NatWest Group are set as a variable amount with the exception of some fixed add-ons.
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(3)	The headroom does not reflect excess distributable capital and may vary over time.
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(4)	Headroom as at 31 December 2024 was CET1 3.1%, Total Tier 1 3.9% and Total Capital 4.3%.
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Leverage ratios

The table below summarises the minimum ratios of capital to leverage exposure under the binding PRA UK leverage framework applicable for NatWest Group.


Type		CET1		Total Tier 1	****
Minimum ratio	****	2.44	%	3.25	%
Countercyclical leverage ratio buffer (1)	****	0.6	%	0.6	%
Total	****	3.04	%	3.85	%

(1)	The countercyclical leverage ratio buffer is set at 35% of NatWest Group’s CCyB.

Liquidity and funding ratios

The table below summarises the minimum requirements for key liquidity and funding metrics under the PRA framework.


Type
Liquidity Coverage Ratio (LCR)	****	100	%
Net Stable Funding Ratio (NSFR)	****	100	%


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Measurement

Capital, risk-weighted assets and leverage: Key metrics

The tables below show key prudential metrics calculated in accordance with current PRA rules.


		2025	2024
Capital adequacy ratios (1)		%	%
CET1	****	14.0	13.6
Tier 1	****	16.4	16.5
Total	****	19.3	19.7

RWAs	****	m	£m
Credit risk	****	155,610	148,078
Counterparty credit risk	****	7,609	7,103
Market risk	****	4,474	6,219
Operational risk	****	25,595	21,821
Total RWAs	****	193,288	183,221

Capital	****	m	£m
CET1	****	27,066	24,928
Tier1	****	31,621	30,187
Total	****	37,375	36,105

Leverage ratios	****	m	£m
Tier 1 capital	****	31,621	30,187
UK leverage exposure	****	654,954	607,799
UK leverage ratio (%) (2)	****	4.8	5.0	%
UK average Tier 1 capital (3)	****	32,296	29,923
UK average leverage exposure (3)	****	657,670	600,354
UK average leverage ratio (%) (3)	****	4.9	5.0	%

All values are in British Pounds.

(1)	The IFRS 9 transitional capital rules in respect of ECL provisions ceased to apply on 1 January 2025. The impact of the IFRS 9 transitional adjustments at 31 December 2024 was £33 million for CET1 capital, £33 million for total capital and £3 million RWAs. Excluding this adjustment at 31 December 2024, the CET1 ratio was 13.6%, Tier 1 capital ratio was 16.5% and the Total capital ratio was 19.7%.
(2)	The UK leverage exposure and Tier 1 capital are calculated in accordance with current PRA rules. Excluding the IFRS 9 transitional adjustment in respect of ECL provision, the UK leverage ratio at 31 December 2024 was 5.0%
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(3)	Based on the daily average of on-balance sheet items and three month-end average of off-balance sheet items and Tier 1 capital.
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Capital flow statement

The table below analyses the movement in CET1, AT1 and Tier 2 capital for the year ended 31 December 2025.


		CET1		AT1		Tier 2		Total
		£m		£m		£m		£m
At 31 December 2024	****	24,928		5,259	****	5,918	****	36,105
Attributable profit for the period	****	5,479	****	—	****	—	****	5,479
Ordinary interim dividend paid	****	(768)	****	—	****	—	****	(768)
Share buyback	****	(1,500)	****	—	****	—	****	(1,500)
Foreseeable ordinary dividends	****	(1,837)	****	—	****	—	****	(1,837)
Foreign exchange reserve	****	7	****	—	****	—	****	7
FVOCI reserve	****	116	****	—	****	—	****	116
Own credit	****	14	****	—	****	—	****	14
Share based remuneration and shares vested
under employee share schemes	****	270	****	—	****	—	****	270
Goodwill and intangibles deduction	****	158	****	—	****	—	****	158
Deferred tax assets	****	280	****	—	****	—	****	280
Prudential valuation adjustments	****	63	****	—	****	—	****	63
New issues of capital instruments	****	—	****	1,244	****	823	****	2,067
Redemption of capital instruments	****	(22)	****	(1,948)	****	(1,000)	****	(2,970)
Foreign exchange movements	****	—	****	—	****	13	****	13
Adjustment under IFRS 9 transitional arrangements	****	(33)	****	—	****	—	****	(33)
Expected loss less impairment	****	(62)	****	—	****	—	****	(62)
Other movements	****	(27)	****	—	****	—	****	(27)
At 31 December 2025	****	27,066	****	4,555	****	5,754	****	37,375

●	For CET1 movements refer to the key points on page 100.
●	The AT1 movement reflects the £0.7 billion 7.500% Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes issued in March 2025 and the £0.5 billion 7.625% Reset Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes issued in September 2025 offset by the redemption of $1.15 billion 8.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes in August 2025 and $1.5 billion 6.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes in December 2025.
---	---
●	Tier 2 movements of £0.2 billion include a decrease of £1.0 billion due to the redemption of 3.622% Fixed to Fixed Rate Reset Tier 2 Notes due 2030 in May 2025 partially offset by an increase of £0.8 billion for a €1.0 billion 3.723% Fixed to Fixed Rate Reset Tier 2 Notes 2035 issued in February 2025 and foreign exchange movements.
---	---


NatWest Group Annual Report on Form 20-F 2025	103

Capital, liquidity and funding risk continued

Capital generation pre-distributions


		31 December	31 December
		2025	2024
		£m	£m
CET1	****	27,066	24,928
CET1 capital pre-distributions (1)	****	31,171	28,920
RWAs	****	193,288	183,221
		%	%
CET1 ratio - opening at 1 January	****	13.61	13.36
CET1 pre-distributions - closing	****	16.13	15.78
Capital generation pre-distributions (1)	****	2.52	2.43

(1)	The calculation of capital generation pre-distributions uses CET1 capital pre-distributions. Distributions include ordinary dividends paid, foreseeable ordinary dividends and share buybacks.

Risk-weighted assets

The table below analyses the movement in RWAs during the year, by key drivers.


		Credit		Counterparty		Market		Operational
		risk		credit risk		risk		risk		Total
		£bn		£bn		£bn		£bn		£bn
At 31 December 2024	****	148.1	****	7.1	****	6.2	****	21.8	****	183.2
Foreign exchange movement	****	(0.3)	****	—	****	—	****	—	****	(0.3)
Business movement	****	—	****	0.3	****	(1.7)	****	3.8	****	2.4
Risk parameter changes	****	(0.9)	****	—	****	—	****	—	****	(0.9)
Methodology changes	****	—	****	—	****	—	****	—	****	—
Model updates	****	7.1	****	0.2	****	—	****	—	****	7.3
Acquisitions and disposals	****	1.6	****	—	****	—	****	—	****	1.6
At 31 December 2025	****	155.6	****	7.6	****	4.5	****	25.6	****	193.3


NatWest Group Annual Report on Form 20-F 2025	104

Capital, liquidity and funding risk continued

Risk-weighted assets continued

The table below analyses the movement in RWAs by segment during the year.


				Private Banking
		Retail		& Wealth		Commercial &		Central items		Total NatWest
		Banking		Management		Institutional		& other		Group
Total RWAs		£bn		£bn		£bn		£bn		£bn
At 31 December 2024		65.5		11.0		104.7		2.0		183.2
Foreign exchange movement		—		—		(0.3)		—		(0.3)
Business movement	****	(0.5)	****	0.4	****	3.0	****	(0.5)	****	2.4
Risk parameter changes	****	0.3	****	—	****	(1.2)	****	—	****	(0.9)
Methodology changes	****	—	****	—	****	—	****	—	****	—
Model updates	****	1.6	****	—	****	5.7	****	—	****	7.3
Acquisitions and disposals	****	1.6	****	—	****	—	****	—	****	1.6
At 31 December 2025	****	68.5	****	11.4	****	111.9	****	1.5	****	193.3
Credit risk	****	59.1	****	9.6	****	85.4	****	1.5	****	155.6
Counterparty credit risk	****	0.2	****	0.1	****	7.3	****	—	****	7.6
Market risk	****	0.1	****	—	****	4.4	****	—	****	4.5
Operational risk	****	9.1	****	1.7	****	14.8	****	—	****	25.6
Total RWAs	****	68.5	****	11.4	****	111.9	****	1.5	****	193.3

Total RWAs increased by £10.1 billion during the period mainly reflecting:

●	A reduction in risk-weighted assets from foreign exchange movements of £0.3 billion primarily due to sterling appreciation versus the US Dollar and depreciation versus euro.
●	An increase in business movements of £2.4 billion, mainly driven by an increase in credit risk reflecting franchise lending growth offset by the benefits of RWA management actions. An increase in operational risk following the annual recalculation, including an acceleration of £1.6 billion from Q1 2026 to align with market practice and an increase in counterparty credit risk due to revised close-out periods for securities financing transactions partially offset by new bespoke portfolio credit default swap. There was a decrease in market risk mainly driven by active risk management on options trading and changes in government bond and bond futures positions.
---	---
●	A reduction in risk parameters of £0.9 billion primarily driven by movements in risk metrics within Commercial & Institutional and Retail Banking.
---	---
●	An increase in model updates of £7.3 billion primarily driven by CRD IV model updates within Commercial & Institutional and Retail Banking.
---	---
●	An increase in acquisitions of £1.6 billion driven by balances acquired from Sainsbury’s Bank.
---	---


NatWest Group Annual Report on Form 20-F 2025	105

Capital, liquidity and funding risk continued

Leverage exposure

The leverage metrics for UK entities are calculated in accordance with the Leverage ratio (CRR) part of the PRA Rulebook.


		31 December	31 December
		2025	2024
	****	m	£m
Cash and balances at central banks	****	85,182	92,994
Trading assets	****	46,537	48,917
Derivatives	****	60,789	78,406
Financial assets	****	505,609	469,599
Other assets	****	16,436	18,069
Total assets	****	714,553	707,985
Derivatives
- netting and variation margin	****	(58,769)	(76,101)
- potential future exposures	****	18,155	16,692
Securities financing transactions gross up	****	2,593	2,460
Other off balance sheet items	****	70,909	59,498
Regulatory deductions and other adjustments	****	(9,699)	(11,014)
Claims on central banks	****	(81,616)	(89,299)
Exclusion of bounce back loans	****	(1,172)	(2,422)
UK leverage exposure	****	654,954	607,799
UK leverage ratio (%)	****	4.8	5.0

All values are in British Pounds.

Liquidity key metrics

The table below sets out the NatWest Group key liquidity and related metrics on an average basis.


		2025				2024
		NatWest Group		UK DoLSub		NatWest Group		UK DoLSub
Liquidity Coverage Ratio (1)		147	%	135	%	151	%	142	%
Net Stable Funding Ratio (2)		135	%	129	%	137	%	130	%
Stressed Outflow Coverage (3)		158	%	143	%	157	%	143	%

(1)	The LCR Average is calculated as the average of the preceding 12 months.
(2)	The NSFR Average is calculated as the average of the preceding four quarters.
---	---
(3)	NatWest Group’s Stressed Outflow Coverage (SOC) is an internal measure calculated by reference to liquid assets as a percentage of net stressed contractual and behavioural outflows over three months. The most severe outcome is selected from a range of scenarios comprising of market-wide, idiosyncratic and a combination of both. This assessment is performed in accordance with PRA guidance. The SOC Average is calculated as the average of the preceding 12 months.
---	---


NatWest Group Annual Report on Form 20-F 2025	106

Capital, liquidity and funding risk continued

Minimum requirements of own funds and eligible liabilities (MREL)

The following table illustrates the components of estimated MREL in NatWest Group and operating subsidiaries and includes external issuances only. The roll-off profile relating to senior debt and subordinated debt instruments is set out on page 109.


		2025									2024
		Par value (1)		Balance sheet value		Regulatory value		MREL value (2)			Par value (1)		Balance sheet value		Regulatory value		MREL value (2)
		£bn		£bn		£bn		£bn			£bn		£bn		£bn		bn
CET1 capital (3)	****	27.1	****	27.1	****	27.1	****	27.1			24.9		24.9		24.9		24.9
Tier 1 capital: end-point CRR compliant AT1
of which: NatWest Group plc (holdco)	****	4.6	****	4.6	****	4.6	****	4.6			5.3		5.3		5.3		5.3
of which: NatWest Group plc operating subsidiaries (opcos)	****	—	****	—	****	—	****	—			—		—		—		—
	****	4.6	****	4.6	****	4.6	****	4.6			5.3		5.3		5.3		5.3
Tier 1 capital: end-point CRR non-compliant
of which: holdco	****	—	****	—	****	—	****	—			—		—		—		—
of which: opcos	****	0.1	****	0.1	****	—	****	—			0.1		0.1		—		—
	****	0.1	****	0.1	****	—	****	—			0.1		0.1		—		—
Tier 2 capital: end-point CRR compliant
of which: holdco	****	5.8	****	5.7	****	5.8	****	5.8			5.9		5.7		5.9		5.9
of which: opcos	****	—	****	—	****	—	****	—			—		—		—		—
	****	5.8	****	5.7	****	5.8	****	5.8			5.9		5.7		5.9		5.9
Tier 2 capital: end-point CRR non compliant
of which: holdco	****	—	****	—	****	—	****	—			—		—		—		—
of which: opcos	****	0.2	****	0.3	****	—	****	—			0.2		0.3		—		—
	****	0.2	****	0.3	****	—	****	—			0.2		0.3		—		—
Senior unsecured debt securities
of which: holdco	****	25.4	****	25.4	****	—	****	24.3			24.4		24.0		—		24.4
of which: opcos	****	37.5	****	37.6	****	—	****	—			33.7		33.6		—		—
	****	62.9	****	63.0	****	—	****	24.3			58.1		57.6		—		24.4
Tier 2 capital
Other regulatory adjustments	****	—	****	—	****	—	****	—			—		—		—		—

Total	****	100.7	****	100.8	****	37.4	****	61.6			94.5		93.9		36.1		60.5
RWAs	****							193.3									183.2
UK leverage exposure	****							655.0									607.8
MREL as a ratio of RWAs	****							31.9	%								33.0
MREL as a ratio of UK leverage exposure	****							9.4	%								9.9

All values are in British Pounds.

(1)	Par value reflects the nominal value of securities issued.
(2)	MREL value reflects NatWest Group’s interpretation of the Bank of England’s current approach to setting a MREL. Liabilities excluded from MREL include instruments with less than one year remaining to maturity, structured debt, operating company senior debt, and other instruments that do not meet the MREL criteria. The MREL calculation includes Tier 1 and Tier 2 securities before the application of any regulatory caps or adjustments.
---	---
(3)	Shareholders’ equity was £42.6 billion (2024 - £39.4 billion).
---	---


NatWest Group Annual Report on Form 20-F 2025	107

Capital, liquidity and funding risk continued

Minimum requirements of own funds and eligible liabilities (MREL) continued

The following table illustrates the components of the stock of outstanding issuance in NatWest Group and its operating subsidiaries including external and internal issuances.


						NatWest										NWM		RBS
				NatWest		Holdings								NatWest		Securities		International
				Group plc		Limited		NWB Plc		RBS plc		NWM Plc		Markets N.V.		Inc.(6)		Limited (7)
				£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn
Additional Tier 1		Externally issued	****	4.6		—		0.1		—		—		—	****	—	****	—
Additional Tier 1		Internally issued	****	—	****	3.7	****	3.2	****	0.5	****	1.2	****	0.2	****	—	****	0.1
	****			4.6	****	3.7	****	3.3	****	0.5	****	1.2	****	0.2	****	—	****	0.1
Tier 2		Externally issued	****	5.7	****	—	****	—	****	—	****	—	****	0.3	****	—	****	—
Tier 2		Internally issued	****	—	****	5.0	****	4.1	****	0.5	****	1.1	****	0.1	****	0.3	****	—
	****			5.7	****	5.0	****	4.1	****	0.5	****	1.1	****	0.4	****	0.3	****	—
Senior unsecured		Externally issued	****	25.4	****	—	****	—	****	—	****	—	****	—	****	—	****	—
Senior unsecured		Internally issued	****	—	****	14.1	****	8.1	****	1.1	****	4.3	****	—	****	—	****	0.3
	****			25.4	****	14.1	****	8.1	****	1.1	****	4.3	****	—	****	—	****	0.3
Total outstanding issuance	****			35.7	****	22.8	****	15.5	****	2.1	****	6.6	****	0.6	****	0.3	****	0.4

(1)	For AT1 & Tier 2, the balances are the IFRS balance sheet carrying amounts, which may differ from the amount which the instrument contributes to regulatory capital. Regulatory balances exclude, for example, issuance costs and fair value movements, while dated capital is required to be amortised on a straight-line basis over the final five years of maturity.
(2)	Balance sheet amounts reported for AT1 and Tier 2 instruments are before grandfathering restrictions imposed by CRR.
---	---
(3)	Internal issuance for NWB Plc and RBS plc represents AT1, Tier 2 or Senior unsecured issuance to NatWest Holdings Limited and for NWM N.V. and NWM SI to NWM Plc.
---	---
(4)	The balances are the IFRS balance sheet carrying amounts for Senior unsecured debt category and it does not include CP, CD and short term/medium notes issued from NatWest Group operating subsidiaries.
---	---
(5)	The above table does not include CET1 numbers.
---	---
(6)	NWM Securities Inc - regulated under US broker dealer rules.
---	---
(7)	RBS International Limited - the Resolution Regime is under development in Jersey.
---	---


NatWest Group Annual Report on Form 20-F 2025	108

Capital, liquidity and funding risk continued

Roll-off profile

The following table illustrates the roll-off profile of NatWest Group’s major wholesale funding programmes.


		As at and for year		Roll-off profile
		ended 31 December 2025		H1 2026		H2 2026		2027		2028		2029 & 2030		2031 & later
Senior debt roll-off profile (1)		£m		£m		£m		£m		£m		£m		£m
NatWest Group plc		25,441		1,121		—		2,367		4,743		10,104		7,106
NWM Plc		30,231		6,221		4,433		6,551		4,780		7,909		337
NatWest Bank Plc		2,736		2,710		26		—		—		—		—
NWM N.V.		2,627		991		779		450		—		40		367
NatWest Bank Plc - Covered bonds		750		—		—		—		—		750		—
Total notes issued		61,785		11,043		5,238		9,368		9,523		18,803		7,810

Subordinated debt instruments roll-off profile (2)
NatWest Group plc		5,729		—	****	982	****	630	****	1,310	****	2,807	****	—
NWM Plc		19		—	****	17	****	—	****	—	****	—	****	2
NWM N.V.		253		—	****	—	****	—	****	—	****	—	****	253
Total subordinated debt		6,001		—	****	999	****	630	****	1,310	****	2,807	****	255

(1)	Based on final contractual instrument maturity.
(2)	Based on first call date of instrument; however, this does not indicate NatWest Group’s strategy on capital and funding management. The table above does not include debt accounted Tier 1 instruments although those instruments form part of the total subordinated debt balance.
---	---
(3)	The roll-off table is based on sterling-equivalent balance sheet values.
---	---


NatWest Group Annual Report on Form 20-F 2025	109

Capital, liquidity and funding risk continued

Liquidity portfolio

The table below shows the composition of the liquidity portfolio with primary liquidity aligned to high-quality liquid assets on a regulatory LCR basis. Secondary liquidity comprises of assets which are eligible as collateral for local central bank liquidity facilities and do not form part of the LCR eligible high-quality liquid assets. High-quality liquid assets cover both Pillar 1 and Pillar 2 risks.


		Liquidity value
		31 December 2025						31 December 2024
		NatWest		NWH		UK DoL		NatWest		NWH		UK DoL
		Group (1)		Group (2)		Sub		Group (1)		Group (2)		Sub
		£m		£m		£m		£m		£m		£m
Cash and balances at central banks	****	81,107	****	52,307	****	51,640		88,617		58,313		57,523
High quality government/MDB/PSE and GSE bonds (3)	****	61,438	****	42,214	****	42,214		58,818		43,275		43,275
Extremely high quality covered bonds	****	4,415	****	4,414	****	4,414		4,341		4,340		4,340
LCR level 1 Eligible Assets	****	146,960	****	98,935	****	98,268		151,776		105,928		105,138
LCR level 2 Eligible Assets (4)	****	10,325	****	9,466	****	9,466		9,271		7,957		7,957
Primary liquidity (HQLA) (5)	****	157,285	****	108,401	****	107,734		161,047		113,885		113,095
Secondary liquidity	****	80,647	****	80,647	****	80,647		61,230		61,200		61,200
Total liquidity value	****	237,932	****	189,048	****	188,381		222,277		175,085		174,295

(1)	NatWest Group includes the UK Domestic Liquidity Sub-Group (UK DoLSub), NatWest Markets Plc and other significant operating subsidiaries that hold liquidity portfolios. These include RBSI Ltd and NWM N.V. who hold managed portfolios that comply with local regulations that may differ from PRA rules.
(2)	NWH Group comprises UK DoLSub and NatWest Bank Europe GmbH who hold managed portfolios that comply with local regulations that may differ from PRA rules.
---	---
(3)	Multilateral development bank abbreviated to MDB, public sector entities abbreviated to PSE and government sponsored entities abbreviated to GSE.
---	---
(4)	Includes Level 2A and Level 2B.
---	---
(5)	High-quality liquid assets abbreviated to HQLA.
---	---


NatWest Group Annual Report on Form 20-F 2025	110

Capital, liquidity and funding risk continued

Funding sources (audited)

The table below shows the carrying values of the principal funding sources based on contractual maturity. Balance sheet captions include balances held at all classifications under IFRS 9.


		2025					2024
		Short-term ** less**		Long-term ** more**			Short-term less	Long-term more
		than ** 1 year**		than ** 1 year**		Total	than 1 year	than 1 year	Total
		£ m		£ m		£ m	£m	£m	£m
Bank Deposits
Repos	****	22,371	****	5,445	****	27,816	11,967	—	11,967
Other bank deposits (1)	****	6,094	****	10,182	****	16,276	9,708	9,777	19,485
	****	28,465	****	15,627	****	44,092	21,675	9,777	31,452
Customer Deposits
Repos	****	753	****	1,043	****	1,796	1,363	—	1,363
Non-bank financial institutions	****	53,559	****	4	****	53,563	48,761	241	49,002
Personal	****	232,815	****	7,757	****	240,572	231,483	2,451	233,934
Corporate	****	147,022	****	45	****	147,067	149,086	105	149,191
	****	434,149	****	8,849	****	442,998	430,693	2,797	433,490
Trading liabilities (2)
Repos (3)	****	26,168	****	2,410	****	28,578	29,752	810	30,562
Derivatives collateral	****	11,966	****	—	****	11,966	12,509	—	12,509
Other bank and customer deposits	****	454	****	286	****	740	627	268	895
Debt securities in issue - Medium term notes	****	28	****	206	****	234	20	237	257
	****	38,616	****	2,902	****	41,518	42,908	1,315	44,223
Other financial liabilities
Customer deposits including repos	****	836	****	1,476	****	2,312	471	1,341	1,812
Debt securities in issue:						—
Commercial paper and certificates of deposit	****	8,718	****	683	****	9,401	10,889	377	11,266
Medium term notes	****	11,475	****	41,999	****	53,474	11,118	34,967	46,085
Covered bonds	****	—	****	749	****	749	—	749	749
Securitisation	****	—	****	1,663	****	1,663	295	880	1,175
	****	21,029	****	46,570	****	67,599	22,773	38,314	61,087
Subordinated liabilities	****	1,076	****	5,047	****	6,123	1,051	5,085	6,136
Total funding	****	523,335	****	78,995	****	602,330	519,100	57,288	576,388
Of which: available in resolution (4)						30,049			29,742

(1)	Includes £8.2 billion (2024 – £12.0 billion) relating to Term Funding Scheme with additional incentives for Small and Medium-sized Enterprises participation.
(2)	Excludes short positions of £7.5 billion (2024 – £10.5 billion).
---	---
(3)	Comprises central & other bank repos of £8.2 billion (2024 – £7.2 billion), other financial institution repos of £18.0 billion (2024 – £20.4 billion) and other corporate repos of £2.4 billion (2024 – £3.0 billion).
---	---
(4)	Eligible liabilities (as defined in the Banking Act 2009 as amended from time to time) that meet the eligibility criteria set out in the regulations, rules, policies, guidelines, or statements of the Bank of England including the Statement of Policy published by the Bank of England in December 2021 (updating June 2018). The balance consists of £24.3 billion (2024 – £24.0 billion) under debt securities in issue (senior MREL) and £5.7 billion (2024 – £5.7 billion) under subordinated liabilities.
---	---


NatWest Group Annual Report on Form 20-F 2025	111

Capital, liquidity and funding risk continued

Contractual maturity (audited)

This table shows the residual maturity of financial instruments, based on contractual date of maturity of NatWest Group’s banking activities, including hedging derivatives. Trading activities, comprising mandatory fair value through profit or loss (MFVTPL) assets and held-for-trading (HFT) liabilities have been excluded from the maturity analysis and are shown in total in the table below.


		Banking activities
		Less than						6 months-								More than				Trading
		1 months		1 ‑ 3 months		3 ‑ 6 months		1 year		Subtotal		1 ‑ 3 years		3 ‑ 5 years		5 years		Total		activities		Total
2025		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m
Cash and balances at central banks	****	85,182	****	—	****	—	****	—	****	85,182	****	—	****	—	****	—	****	85,182	****	—	****	85,182
Trading assets	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	46,537	****	46,537
Derivatives	****	(10)	****	95	****	34	****	29	****	148	****	65	****	322	****	—	****	535	****	60,254	****	60,789
Settlement balances	****	645	****	—	****	—	****	—	****	645	****	—	****	—	****	—	****	645	****	—	****	645
Loans to banks - amortised cost	****	4,854	****	748	****	411	****	109	****	6,122	****	696	****	—	****	140	****	6,958	****	—	****	6,958
Loans to customers - amortised cost (1)	****	43,857	****	19,126	****	17,086	****	23,561	****	103,630	****	66,657	****	49,262	****	202,841	****	422,390	****	—	****	422,390
Personal	****	7,795	****	2,222	****	3,331	****	6,496	****	19,844	****	24,503	****	21,533	****	168,637	****	234,517	****	—	****	234,517
Corporate	****	20,497	****	4,196	****	3,851	****	7,862	****	36,406	****	30,312	****	21,908	****	30,208	****	118,834	****	—	****	118,834
Non-bank financial institutions	****	15,565	****	12,708	****	9,904	****	9,203	****	47,380	****	11,842	****	5,821	****	3,996	****	69,039	****	—	****	69,039
Other financial assets	****	1,683	****	2,994	****	3,968	****	2,621	****	11,266	****	23,899	****	9,978	****	33,583	****	78,726	****	1,044	****	79,770
Total financial assets	****	136,211	****	22,963	****	21,499	****	26,320	****	206,993	****	91,317	****	59,562	****	236,564	****	594,436	****	107,835	****	702,271

2024
Total financial assets		146,069		22,925		18,701		31,177		218,872		76,479		56,413		215,575		567,339		128,007		695,346

(1)	Loans to customers is gross and excludes £3.5 billion (2024 - £3.3 billion) of impairment provisions.


NatWest Group Annual Report on Form 20-F 2025	112

Capital, liquidity and funding risk continued

Contractual maturity (audited) continued


		Banking activities
		Less ** than**														More ** than**				Trading
		1 ** months**		1 ‑ 3 ** months**		3 ‑ 6 ** months**		6 ** months - 1 year**		Subtotal		1 ‑ 3 ** years**		3 ‑ 5 ** years**		5 ** years**		Total		activities		Total
2025		£ m		£ m		£ m		£ m		£ m		£ m		£ m		£ m		£ m		£ m		£ m
Bank deposits excluding repos	****	4,447	****	342	****	845	****	460	****	6,094	****	6,556	****	568	****	3,058	****	16,276	****	—	****	16,276
Bank repos	****	20,926	****	881	****	—	****	564	****	22,371	****	3,616	****	1,829	****	—	****	27,816	****	—	****	27,816
Customer repos	****	587	****	16	****	—	****	150	****	753	****	1,043	****	—	****	—	****	1,796	****	—	****	1,796
Customer deposits excluding repos	****	380,523	****	20,637	****	17,331	****	14,905	****	433,396	****	7,785	****	13	****	8	****	441,202	****	—	****	441,202
Personal	****	205,094	****	5,698	****	9,628	****	12,395	****	232,815	****	7,750	****	7	****	—	****	240,572	****	—	****	240,572
Corporate	****	126,625	****	11,281	****	7,074	****	2,042	****	147,022	****	31	****	6	****	8	****	147,067	****	—	****	147,067
Non-bank financial institutions	****	48,804	****	3,658	****	629	****	468	****	53,559	****	4	****	—	****	—	****	53,563	****	—	****	53,563
Settlement balances	****	942	****	—	****	—	****	—	****	942	****	—	****	—	****	—	****	942	****	—	****	942
Trading liabilities	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	—	****	49,022	****	49,022
Derivatives	****	31	****	14	****	12	****	29	****	86	****	164	****	106	****	1	****	357	****	53,617	****	53,974
Other financial liabilities	****	3,745	****	3,702	****	7,783	****	5,799	****	21,029	****	22,923	****	16,418	****	7,229	****	67,599	****	—	****	67,599
CPs and CDs	****	1,500	****	1,718	****	2,497	****	3,003	****	8,718	****	683	****	—	****	—	****	9,401	****	—	****	9,401
Medium term notes	****	2,209	****	1,459	****	5,107	****	2,700	****	11,475	****	21,229	****	15,412	****	5,358	****	53,474	****	—	****	53,474
Covered bonds	****	—	****	—	****	—	****	—	****	—	****	—	****	749	****	—	****	749	****	—	****	749
Securitisations	****	—	****	—	****	—	****	—	****	—	****	3	****	—	****	1,660	****	1,663	****	—	****	1,663
Customer deposits including repos	****	36	****	525	****	179	****	96	****	836	****	1,008	****	257	****	211	****	2,312	****	—	****	2,312
Subordinated liabilities	****	—	****	57	****	20	****	999	****	1,076	****	1,892	****	2,780	****	375	****	6,123	****	—	****	6,123
Notes in circulation	****	3,164	****	—	****	—	****	—	****	3,164	****	—	****	—	****	—	****	3,164	****	—	****	3,164
Lease liabilities	****	4	****	19	****	21	****	41	****	85	****	158	****	62	****	230	****	535	****	—	****	535
Total financial liabilities	****	414,369	****	25,668	****	26,012	****	22,947	****	488,996	****	44,137	****	21,776	****	10,901	****	565,810	****	102,639	****	668,449

2024
Total financial liabilities		399,323		28,936		21,299		32,066		481,624		33,905		16,240		6,535		538,304		126,332		664,636


NatWest Group Annual Report on Form 20-F 2025	113

Capital, liquidity and funding risk continued

Senior notes and subordinated liabilities - residual maturity profile by instrument type (audited)

The table below shows NatWest Group’s debt securities in issue and subordinated liabilities by residual maturity.


		Trading
		liabilities		Other financial liabilities
				Debt securities in issue
		Debt securities		Commercial				Covered		Subordinated		Total notes
		in issue MTNs		paper and CDs		MTNs		bonds	Securitisation	liabilities	Total	in issue
2025		£m		£m		£m		m	m	m	m	£m
Less than 1 year	****	28	****	8,718	****	11,475	****	—	—	1,076	21,269	21,297
1‑3 years	****	1	****	683	****	21,229	****	—	3	1,892	23,807	23,808
3‑5 years	****	73	****	—	****	15,412	****	749	—	2,780	18,941	19,014
More than 5 years	****	132	****	—	****	5,358	****	—	1,660	375	7,393	7,525
Total	****	234	****	9,401	****	53,474	****	749	1,663	6,123	71,410	71,644

2024
Less than 1 year		20		10,889		11,118		—	295	1,051	23,353	23,373
1‑3 years		35		377		18,426		—	7	1,523	20,333	20,368
3‑5 years		42		—		12,409		749	—	2,623	15,781	15,823
More than 5 years		160		—		4,132		—	873	939	5,944	6,104
Total		257		11,266		46,085		749	1,175	6,136	65,411	65,668

The table below shows the currency breakdown.
	****										Other	Total
2025	****							m	m	m	m	£m
Commercial paper and CDs	****							3,227	1,341	4,833	—	9,401
MTNs	****							4,914	22,061	23,536	3,197	53,708
Covered bonds	****							749	—	—	—	749
Securitisation	****							1,663	—	—	—	1,663
Subordinated liabilities	****							2,383	1,325	2,415	—	6,123
Total	****							12,936	24,727	30,784	3,197	71,644

2024
Total								14,541	23,797	24,325	3,005	65,668

All values are in British Pounds.


NatWest Group Annual Report on Form 20-F 2025	114

Capital, liquidity and funding risk continued

Funding gap: maturity and segment analysis

The contractual maturity of loans to customers and customer deposits are shown below. The table demonstrates the maturity transformation role being performed by NatWest Group of lending long-term whilst relying largely on short-term funding. This is possible as the behavioural profiles of many customer deposits, which tend to be repayable on demand, show longer maturity and greater stability than their contractual agreements.

NatWest Group forms expectations on customer behaviours through both qualitative and quantitative techniques, incorporating observed customer behaviours over historic time periods, which includes the more recent periods of interest rate change. Customer behaviour assumptions are approved by the NatWest Group Balance Sheet Committee and have been used to prepare the funding gap analysis, which reduces maturity mismatch across the periods shown.


		Contractual maturity																								Behavioural maturity
		Loans to customers (1)								Customer deposits								Net surplus/(gap)								Net surplus/(gap)
						Greater								Greater								Greater								Greater
		Less than		1-5		than				Less than		1-5		than				Less than		1-5		than				Less than		1-5		than
		1 year		years		5 years		Total		1 year		years		5 years		Total		1 year		years		5 years		Total		1 year		years		5 years		Total
2025		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn
Retail Banking	****	15	****	42	****	159	****	216	****	195	****	7	****	—	****	202	****	180	****	(35)	****	(159)	****	(14)	****	(25)	****	(79)	****	90	****	(14)
Private Banking & Wealth Management	****	3	****	7	****	9	****	19	****	43	****	—	****	—	****	43	****	40	****	(7)	****	(9)	****	24	****	14	****	(6)	****	16	****	24
Commercial & Institutional	****	52	****	68	****	35	****	155	****	203	****	2	****	—	****	205	****	151	****	(66)	****	(35)	****	50	****	13	****	(18)	****	55	****	50
Central items & other	****	—	****	—	****	—	****	—	****	1	****	—	****	—	****	1	****	1	****	—	****	—	****	1	****	1	****	—	****	—	****	1
Total	****	70	****	117	****	203	****	390	****	442	****	9	****	—	****	451	****	372	****	(108)	****	(203)	****	61	****	3	****	(103)	****	161	****	61
2024
Total		68		105		197		370		436		3		—		439		368		(102)		(197)		69		20		59		(10)		69

(1)	Loans to customers and customer deposits include trading assets and trading liabilities respectively and excludes reverse repos and repos.
●	The net customer funding surplus decreased by £8 billion during 2025 to £61 billion driven by a £20 billion increase in loans to customers offset by a £12 billion increase in deposits.
---	---
●	The customer deposit mix was broadly similar to 2024, with additional prudence applied to customer account depositor behavioural assumptions.
---	---

Encumbrance (audited)

NatWest Group evaluates the extent to which assets can be financed in a secured form (encumbrance), but certain asset types lend themselves more readily to encumbrance. The typical characteristics that support encumbrance are an ability to pledge those assets to another counterparty or entity through operation of law without necessarily requiring prior notification, homogeneity, predictable and measurable cash flows, and a consistent and uniform underwriting and collection process. Retail assets including residential mortgages, credit card receivables and personal loans display many of these features.

NatWest Group categorises its assets into four broad groups, those that are:

●	Already encumbered and used to support funding currently in place through own-asset securitisations, covered bonds and securities repurchase agreements.
●	Pre-positioned with central banks as part of funding schemes and those encumbered under such schemes.
---	---
●	Ring-fenced to meet regulatory requirements, where NatWest Group has in place an operational continuity in resolution (OCIR) investment mandate wherein the PRA requires critical service providers to hold segregated liquidity buffers covering at least 50% of their annual fixed overheads.
---	---
●	Unencumbered. In this category, NatWest Group has in place an enablement programme which seeks to identify assets capable of being encumbered and to identify the actions to facilitate such encumbrance whilst not affecting customer relationships or servicing. Programmes to manage the use of assets to actively support funding are established within UK DoLSub and NatWest Markets Plc.
---	---


NatWest Group Annual Report on Form 20-F 2025	115

Capital, liquidity and funding risk continued

Balance sheet encumbrance

The table shows the retained encumbered assets of NatWest Group.


		Encumbered as a result of transactions with										Unencumbered assets not pre-positioned with central banks
		counterparties other than central banks						Pre-positioned		Collateral
				SFT,				& encumbered		ring-fenced to
		Covered		derivatives and				assets held at		meet regulatory		Readily		Other		Cannot
		debts		other (1,2)		Total		central banks		requirement		available		available (3)		be used (4)		Total		Total (5)
2025		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn		£bn
Cash and balances at central banks	****	—	****	3.5	****	3.5	****	—	****	—	****	81.7	****	—	****	—	****	81.7	****	85.2
Trading assets	****	—	****	16.1	****	16.1	****	—	****	—	****	2.5	****	0.1	****	27.8	****	30.4	****	46.5
Derivatives	****	—		—		—		—		—		—		—	****	60.8	****	60.8	****	60.8
Settlement balances	****														****	0.6	****	0.6	****	0.6
Loans to banks - amortised cost	****	—	****	—	****	—	****	—	****	—	****	2.0	****	1.7	****	3.3	****	7.0	****	7.0
Loans to customers - amortised cost (6)	****	13.8	****	—	****	13.8	****	115.5	****	—	****	93.7	****	145.3	****	50.6	****	289.6	****	418.9
Other financial assets (7)	****	—	****	25.5	****	25.5	****	—	****	0.5	****	53.6	****	—	****	0.2	****	53.8	****	79.8
Intangible assets	****														****	7.3	****	7.3	****	7.3
Other assets	****	—	****	—	****	—	****	—	****	—	****	—	****	2.3	****	6.2	****	8.5	****	8.5
Total assets	****	13.8	****	45.1	****	58.9	****	115.5	****	0.5	****	233.5	****	149.4	****	156.8	****	539.7	****	714.6

2024
Total assets		12.7		40.8		53.5		94.5		1.8		242.9		132.5		182.8		558.2		708.0

(1)	Repos and other secured deposits, cash, coin and nostro balance held with the Bank of England as collateral against deposits and notes in circulation are included here rather than within those positioned at the central bank as they are part of normal banking operations. Securities financing transactions (SFT) include collateral given to secure derivative liabilities.
(2)	Derivative cash collateral of £5.7 billion (2024 - £8.0 billion) has been included in the encumbered assets.
---	---
(3)	Other assets that are capable of being encumbered are those assets on the balance sheet that are available for funding and collateral purposes but are not readily realisable in their current form. These assets include loans that could be pre-positioned with central banks but have not been subject to internal and external documentation review and diligence work.
---	---
(4)	Cannot be used includes:
---	---
a)	Derivatives, reverse repurchase agreements and trading related settlement balances.
---	---
b)	Non-financial assets such as intangibles, prepayments and deferred tax.
---	---
c)	Loans that are not encumbered and cannot be pre-positioned with central banks on criteria set by the central banks, including those relating to date of origination and level of documentation.
---	---
d)	Non-recourse invoice financing balances and certain shipping loans whose terms and structure prohibit their use as collateral.
---	---
(5)	In accordance with market practice, NatWest Group employs securities recognised on the balance sheet, and securities received under reverse repo transactions as collateral for repos.
---	---
(6)	The pre-positioned and encumbered assets held at central banks of £115.5 billion includes the encumbered residential mortgages of £16.1 billion. £75.6 billion of residential UK mortgages are included in £93.7 billion readily available loans to customers.
---	---
(7)	Other financial assets under SFT, derivatives and other include £0.5 billion of debt securities under the continuing control of NWB Plc. This follows the agreement between NWB Plc and the Group Pension Fund to establish a bankruptcy remote reservoir trust to hold these assets. Refer to Note 5 for additional information.
---	---

Climate and nature risk

Definition

Climate and nature risk is the threat of financial loss or adverse non-financial impacts associated with climate change and nature loss respectively and the political, economic and environmental responses to it.

Sources of risk

Physical risks may arise from climate events such as heatwaves, droughts, floods, storms and nature-related events such as land or air pollution. They can potentially result in financial losses, impairing asset values and the creditworthiness of borrowers. NatWest Group could be exposed to physical risks directly by the effects on its property portfolio and, indirectly, by the impacts on the wider economy as well as on the property, business interests and supply chains of its customers.


NatWest Group Annual Report on Form 20-F 2025	116

Climate and nature risk continued

Sources of risk continued

Transition risks may arise from the process of adjustment towards a low-carbon, nature-restored economy. Changes in policy, technology and sentiment could prompt reassessment of customers’ financial risk and may lead to falls in the value of a large range of assets. NatWest Group could be exposed to transition risks directly through the costs of adaptation of its own operations as well as supply chain disruption leading to financial impacts. Potential indirect effects include the impact on the wider economy, including on customers, which may erode NatWest Group’s competitiveness and profitability, as well as threaten reputational damage.

Liability risks may arise should stakeholders consider NatWest Group’s climate and nature risk management practices and disclosures insufficient, and responsible for or attributable to, stakeholders’ losses. On the other hand, liability risks may also arise where some jurisdictions believe financial institutions have taken their sustainability-related initiatives too far, with some imposing sanctions in these circumstances.

Climate risk has been included in the NatWest Group risk directory since 2021. In 2024, we broadened the definition to climate and nature risk and updated our internal risk policy to reflect this. We are in the early stages of embedding nature into our risk management processes.

As climate and nature risk is both a principal risk within NatWest Group’s EWRMF, and a cross-cutting risk, which impacts other principal risks, NatWest Group periodically refreshes its assessment of the relative impact of climate-related risk factors to other principal risks, where NatWest Group’s exposure to a principal risk could be taken outside of appetite due to climate-related risk factors. In identifying climate-related risks and opportunities to NatWest Group, the period in which each is likely to occur, was assessed. Risks and opportunities deemed material to the five-year financial planning cycle were viewed as short-term. Long-term was defined as beyond 15 years, while medium-term was defined as within the next five to 15 years^(1)^.

The outcome of the latest assessment of the relative impact of climate-related risk factors on other principal risks is included in the following table. All principal risks in the table were identified as potentially the most impacted by climate risk, over short, medium and long term horizons, noting these risks could amplify capital and liquidity risks themselves.

Risk type	Risks to NatWest Group	Drivers	Identification, assessment and measurement
Credit risk	From the adverse impact on future credit worthiness of customers due to climate change risk factors impacting asset valuation, income and costs. Mitigants include operational limits in the residential mortgage portfolio and inclusion of climate considerations in sector strategy within the commercial portfolio.	Physical: acute, chronic^(2)^<br><br>Transition: government policy and legislation, market, technology, reputation	Scenario analysis<br><br>Portfolio level assessments<br><br>Transaction level assessments
Operational risk	Due to the increased likelihood and potential impact of business disruption arising from new and changing policy standards. Mitigants include resilience and disclosure controls.	Physical: acute, chronic^(2)^<br><br>Transition: government policy and legislation, market, technology, reputation	Scenario analysis<br><br>Transaction level assessments
Compliance risk	NatWest Group is required to comply with all applicable climate-related legal and regulatory obligations. Mitigants include relevant horizon scanning.	Physical: acute, chronic^(2)^<br><br>Transition: government policy and legislation, market, technology, reputation<br><br>Liability: greenwashing	Transaction level assessments
Conduct risk	Due to poor customer outcomes arising from the impacts of climate change. Mitigants include additional checks on sustainability claims and applying product flaw controls.	Transition: government policy and legislation, market, technology, reputation<br><br>Liability: greenwashing	Scenario analysis<br><br>Transaction level assessments
Reputational risk	Arising from NatWest Group’s actual or perceived contribution to climate change, or from the adequacy of our actions in response. Mitigants include the environmental social, & ethical risk framework^(3)^.	Transition: government policy and legislation, market, technology<br><br>Liability: greenwashing	Portfolio level assessments<br><br>Transaction level assessments
(1)	NatWest Group’s climate transition planning uses different time frames than those used in financial reporting. Accordingly, the references to ‘short’, ‘medium’ and ‘long-term’ in climate reporting are not indicative of the meaning of similar terms used in NatWest Group’s other disclosures.
---	---
(2)	Acute – event-driven such as increased severity of extreme weather events (for example, storms, droughts, floods, and fires) or water, land or air pollution. Chronic – longer-term shifts in precipitation and temperature and increased variability in weather patterns (for example, sea level rise) or biodiversity loss.
---	---
(3)	From 1 January 2026, the name of the ESE Risk Framework was updated to the Environmental & Social Risk Framework. This change better reflects the framework's underlying methodology which focuses on a risk-based approach aligned to organisational risk appetite, rather than values-based judgements.
---	---


NatWest Group Annual Report on Form 20-F 2025	117

Climate and nature risk continued

Key developments in 2025

The effective management of climate risk requires the integration of climate-related risk drivers into strategic planning, transactions and decision-making. The approach has evolved since 2021 alongside NatWest Group’s ongoing, multi-year progressive pathway to mature climate risk management capabilities, and in 2025:

●

NatWest Group continued to enhance its in-house climate risk modelling capabilities, supporting the ongoing integration of climate risk within its capital adequacy (ICAAP), impairment (IFRS 9) and risk management processes. Insights from risk processes have been shared with sector and front-line teams to support the financial budget and climate transition plan processes. In particular, internal physical risk modelling capabilities have been developed during 2025 albeit with further enhancements to come in 2026.

●

NatWest Group continued its roll-out of climate decisioning framework (CDF) tools. These comprise climate risk scorecards and climate transition plan assessment tools. The roll-out continues on a test and learn basis. However we are now introducing initial use cases where we identify higher-risk transactions for enhanced oversight or escalated approval processes.

---

Governance

Risk governance for climate and nature risk is in line with the approach outlined in the Risk management framework section.

The Board is responsible for monitoring and overseeing climate-related risk within NatWest Group’s overall business strategy and risk appetite.

The risk appetite statement is reviewed and approved at least annually by the Board on the Board Risk Committee’s recommendation to ensure it remains appropriate and aligned to strategy.

The Chief Risk Officer shares accountability with the Chief Executive Officer under the Senior Managers Regime for identifying and managing the financial risks arising from climate change. This includes ensuring that the financial risks from climate change are adequately reflected in risk management frameworks and policies, and that NatWest Group can identify, measure, monitor, manage and report on its exposure to these risks. Reporting is provided on a regular basis, via the Chief Risk Officer Risk Report, to the Executive and Board Risk Committees, while an annual spotlight on climate and nature Risk is also undertaken to these committees.

The Group Executive Committee continues to supervise strategic implementation and delivery, supported by Group Sustainability, other functions and franchises.

Risk appetite

Risk appetite for climate risk is in line with the approach outlined in the Risk management framework section.

Identification, assessment and measurement

NatWest Group continues to enhance its processes to effectively measure the potential size and scope of climate-related risks, through the three approaches detailed below. Identification, assessment and measurement is undertaken at NatWest Group and business segment levels as appropriate and through an integrated governance model. The approach to nature-related risks is not as mature as the approach to climate-related risks.

Strategic analysis

NatWest Group focused on continuing to develop the capabilities to use scenario analysis to identify the most material climate risks for its customers, seeking to harness insights to inform risk management practices and support decision making.

Scenario analysis allows NatWest Group to test a range of possible future climate pathways and understand the nature and magnitude of the risks they present. The purpose of scenario analysis is not to forecast the future but to understand and prepare to manage risks that could arise.

NatWest Group recognises a number of potential key use cases for climate scenario analysis, including, but not restricted to, the following:

●	Regulatory stress testing requirements.
●	Portfolio management.
---	---
●	Strategic decision-making, capital adequacy and provisioning.
---	---

Specific internal-run exercises in 2025 included:

●	A credit-risk focused exercise covering both physical and transition risk scenarios for both the Commercial & Institutional portfolio and the Retail Banking residential mortgage portfolio.
●	A non-financial risk scenario for climate focused on external communications which could omit or contain incorrect information, resulting in an inaccurate representation of NatWest Group activities.
---	---


NatWest Group Annual Report on Form 20-F 2025	118

Climate and nature risk continued

Strategic analysis continued

Credit and non-financial risk scenario analysis exercises for climate were also run in 2024.

Refer to the risk and scenario analysis section of NatWest Group plc 2025 Climate Transition Plan Report for further information.

Portfolio level assessment

NatWest Group uses a number of tools to undertake portfolio level assessments including operational limits in retail credit risk, stress analysis in market risk and heightened climate-related risk sector assessment in Non-Personal credit risk. The latter, refreshed annually, seeks to identify sectors that are likely to see increased credit risks for NatWest Group because of climate-related factors, over a ten to 15-year horizon.

Transaction level assessment

Assessments are undertaken which consider anti-greenwashing factors within NatWest Group’s franchises, marketing and communications processes.

The NatWest Group Supplier Code of Best Practice encourages NatWest Group suppliers to undertake sustainability assessments to evaluate supplier sustainability performance.

Within the Non-Personal credit portfolio, NatWest Group continues to use its CDF tools to engage with its customers to understand their climate transition journeys and how they are managing the climate-related risk for their business. In 2025, NatWest Group continued to roll-out CDF on a test-and-learn basis, adding coverage of insurance and other financial institutions’ customers to the existing customer segments (Large Corporates, Mid-Corporates, Commercial Real Estate, Housing Associations, Banks, Funds, and Asset Managers).

Enhancements were also made to the large corporates assessment to increase the granularity of sector and country-specific questions, for example, questions which assess how much of NatWest Group’s customer’s business activities are EU taxonomy aligned. This phased test-and-learn approach continues to build internal capability among first and second-line colleagues, and foster a culture where climate risk is embedded into the existing credit journey.

Recognising the complexity of the energy transition, we conducted an energy system review during 2025 to ensure our strategy reflects the interconnected risks and opportunities across the energy value chain as the economy transitions toward net zero. The energy system review considered the systemic nature of the energy transition which anticipates further growth in renewables, the important yet declining role of oil and gas, significant infrastructure investment and demand-side electrification. Reflecting the outcome of our energy system review, we have established a new E&S Energy Supply Sector Risk Acceptance Criteria. Noting that the natural resources portfolio limit remains unchanged following the energy system review, we are implementing an oversight and governance framework to help ensure that our financing activity aligns with our sector and bank-wide strategy and remains within the portfolio limit and other constraints. Refer to the NatWest Group plc 2025 Climate Transition Plan Report for further details.

NatWest Group also regularly considers the potential impact of existing and emerging regulatory requirements related to climate change at NatWest Group and subsidiary level, through external horizon scanning and monitoring of emerging regulatory requirements.

Mitigation

NatWest Group manages and mitigates climate-related risk in the Non-Personal portfolio through:

●	Top-down portfolio assessments, including incorporating climate factors in the overall sector strategy, updating the environmental, social and ethical risk acceptance criteria in response to potential climate-related risks and applying climate-enhanced transaction acceptance standards.


NatWest Group Annual Report on Form 20-F 2025	119

Climate and nature risk continued

Mitigation continued

●	Bottom-up customer assessments, including the use of CDF tools to provide a consistent and structured approach for understanding customer-specific exposure to climate-related risks and identify higher risk transactions for enhanced oversight or escalated approval processes.

In the residential mortgage portfolio, lending limits are applied based on climate characteristics, including:

●	Exposure to EPC A and B rated properties.
●	Buy-to-let properties with potential EPC between D and G.
---	---
●	Flats, new builds and buy-to-let properties at high or very high risk of flood.
---	---

Additionally, NatWest Group credit policies do not allow buy-to-let mortgages to properties with an EPC rating between F and G. Limits are continually reviewed to reflect new flood risk data, risk profile and market conditions.

NatWest Group also continues to engage actively with academia to ensure that best practice and the latest thinking on climate risks is considered within NatWest Group’s work. This includes attending and participating in academic events through, for example, the Centre for Greening Finance and Investment and supporting research initiatives by, for example, University College London and the Institute and Faculty of Actuaries.

Industry engagement

NatWest Group continues to participate in a number of industry forums to help shape the financial service industry’s response to the challenges posed by climate risk. An example is the Climate Financial Risk Forum, established by the PRA and the FCA.

Non-traded market risk

Definition (audited)

Non-traded market risk is the risk to the value of assets or liabilities outside the trading book, or the risk to income, that arises from changes in market prices such as interest rates, foreign exchange rates and equity prices, or from changes in managed rates.

Sources of risk (audited)

Non-traded market risk exists in all balance-sheet exposure that makes reference to market risk factors, when customer behaviour could impact the size and timing of the repricing or maturity of future cash flows, or when valuation of assets and liabilities is driven by market risk factors such as interest rates or foreign exchange rates.

The key sources of non-traded market risk are interest rate risk, credit spread risk, foreign exchange risk, equity risk and accounting volatility risk. Qualitative and quantitative information on these risk types is provided following the VaR table below.

Key developments in 2025

●	In the UK, the Bank of England base rate fell to 3.75% at 31 December 2025 from 4.75% at 31 December 2024. The five-year sterling overnight index interest rate swap rate also fell to 3.66% at 31 December 2025 from 4.04% at 31 December 2024. The corresponding ten-year rate fell to 4.00% from 4.09%. The movement in swap rates reflects market expectations about the level of the UK base rate in the medium term, with expectations for the UK base rate being slightly lower at 31 December 2025.
●	Overall, total non-traded market risk VaR decreased in 2025 on both an average basis and a period-end basis. The largest component, credit spread VaR, remained relatively stable during 2025, supported by generally consistent bond holdings in the liquidity portfolio. For further VaR commentary, see the following page.
---	---
●	NatWest Group’s structural hedge notional increased to £198 billion at 31 December 2025 compared to £194 billion at 31 December 2024, reflecting increased equity structural hedging and deposit stability. As maturing structural hedges were replaced at higher swap rates, the yield on the hedge rose to 2.40% in 2025 from 1.77% in 2024.
---	---
●	The sensitivity of net interest earnings to a 25-basis-point upward shift in the yield curve was a cumulative £824 million over three years at 31 December 2025, compared to £739 million at 31 December 2024. The main contributors to the sensitivity were managed-margin deposits, including instant access savings and unhedged current accounts, and the structural hedge.
---	---
●	Sterling strengthened against the US dollar, to 1.35 at 31 December 2025 compared to 1.25 at 31 December 2024. It weakened against the euro, to 1.15 at 31 December 2025 compared to 1.20 at 31 December 2024. Net investments in foreign operations reduced by £0.4 billion in sterling-equivalent terms over the year. After hedging, residual structural foreign currency exposures were higher, increasing, in sterling-equivalent terms, by £0.1 billion.
---	---


NatWest Group Annual Report on Form 20-F 2025	120

Non-traded market risk continued

Governance (audited)

Risk governance for non-traded market risk is in line with the approach outlined in the Risk management framework section.

Risk appetite

Risk appetite for non-traded market risk is in line with the approach outlined in the Risk management framework section.

NatWest Group’s qualitative appetite for non-traded market risk is set out in the non-traded market risk appetite statement. Quantitative appetite is expressed in terms of exposure limits. At NatWest Group level, these comprise value-at-risk (VaR) and earnings-at-risk limits. Stress and sensitivity limits are also incorporated.

Risk measurement

Non-traded internal VaR (1-day 99%)

The following table shows one-day internal banking book value-at-risk (VaR) at a 99% confidence level, split by risk type. VaR values for each year are calculated based on one-day values for each of the 12 month-end reporting dates.

NatWest Group’s VaR metrics are explained on page 124. Each of the key risk types are discussed in greater detail in their individual sub-sections following this table.


		2025							2024
		Average		Maximum		Minimum		Period end	Average	Maximum	Minimum	Period end
		£m		£m		£m		£m	£m	£m	£m	£m
Interest rate	****	4.9	****	7.4	****	2.5	****	6.5	17.2	28.2	4.0	4.0
Credit spread	****	48.6	****	53.8	****	39.6	****	39.6	51.8	60.2	45.3	48.4
Structural foreign exchange rate	****	9.3	****	14.1	****	6.0	****	13.3	7.6	9.8	5.1	6.3
Equity	****	5.1	****	7.8	****	2.8	****	3.2	8.6	10.3	7.6	7.7
Pipeline risk	****	3.5	****	5.9	****	0.6	****	3.6	8.5	17.3	3.4	6.1
Diversification (1)	****	(22.6)	****		****		****	(24.3)	(35.3)			(23.4)
Total	****	48.8	****	53.3	****	41.9	****	41.9	58.4	73.8	49.1	49.1

(1)	NatWest Group benefits from diversification across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.
●	Overall, total non-traded market risk VaR decreased in 2025 on both an average and period-end basis.
---	---
●	Interest rate VaR fell on an average basis, reflecting reduced interest rate repricing mismatches across customer products.
---	---
●	Credit spread VaR remained relatively stable during 2025, supported by generally consistent bond holdings in the liquidity portfolio. The period-end decrease followed the rollout of updated timeseries in December 2025.
---	---
●	Equity VaR decreased, mainly due to the sale of Permanent TSB equity.
---	---
●	Pipeline VaR also decreased. This reflected changes in the assumptions applied to customer behaviour through the fixed-rate mortgage application process, which more closely aligned NatWest Group’s estimates of future customer completions to pipeline hedging activity.
---	---


NatWest Group Annual Report on Form 20-F 2025	121

Non-traded market risk continued

Interest rate risk

Non-traded interest rate risk (NTIRR) arises from the provision to customers of a range of banking products with differing interest rate characteristics. When aggregated, these products form portfolios of assets and liabilities with varying degrees of sensitivity to changes in market interest rates. Mismatches can give rise to volatility in net interest income as interest rates vary.

NTIRR comprises the following three primary risk types:

●	Gap risk: arises from the timing of rate changes in non-trading book instruments. The extent of gap risk depends on whether changes to the term structure of interest rates occur consistently across the yield curve (parallel risk) or differentially by period (non-parallel risk).
●	Basis risk: captures the impact of relative changes in interest rates for financial instruments that have similar tenors but are priced using different interest rate indices, or on the same interest rate indices but with different tenors.
---	---
●	Option risk: arises from option derivative positions or from optional elements embedded in assets, liabilities and/or off-balance sheet items, where NatWest Group or its customer can alter the level and timing of their cash flows. Option risk also includes pipeline risk. Pipeline risk is the risk of loss arising from personal customers owning an option to draw down a loan – typically a mortgage – at a committed rate, where interest rate changes may result in greater or fewer customers than anticipated taking up the committed offer.
---	---

To manage exposures within its risk appetite, NatWest Group aggregates interest rate positions and hedges its residual exposure, primarily with interest rate swaps.

Structural hedging aims to reduce gap risk and the sensitivity of earnings to interest rate shocks. It also provides some protection against prolonged periods of falling rates. Structural hedging is explained in greater detail below, followed by information on how NatWest Group measures NTIRR from both an economic value-based and an earnings-based perspective.

Structural hedging

NatWest Group has a significant pool of stable, non and low interest-bearing liabilities, principally comprising current accounts and savings, in addition to its equity and reserves. A proportion of these balances are hedged, either by offsetting the positions against fixed-rate assets (such as fixed-rate mortgages and UK government gilts) or by hedging positions externally using interest rate swaps, which are generally booked as cash-flow hedges of floating-rate assets, in order to reduce income volatility and provide a revenue stream in net interest income. (Further details on NatWest Group’s cash-flow hedge accounting programme can be found in Note 13 in the Notes to the accounts.) Hence, the structural hedge is one component of a larger interest rate risk management programme.

After offsetting or hedging the interest rate exposure, NatWest Group attributes income to equity or products in structural hedges by reference to the relevant interest rate swap curve. Over time, this approach has provided a basis for stable income attribution for management purposes to products and interest rate returns. The programme aims to track a time series of medium-term swap rates, but the yield will be affected by changes in product volumes and NatWest Group’s equity capital.


NatWest Group Annual Report on Form 20-F 2025	122

Non-traded market risk continued

Structural hedging continued

The table below shows incremental income, hedge income, the period-end and average notional balances attributed to the structural hedge, and the total yield. These are analysed between equity and products. Hedge income represents the fixed leg of the hedge, while incremental income represents the difference between hedge income and short-term cash rates. For example, the sterling overnight index average (SONIA) is used to estimate incremental income from sterling structural hedges. If the UK base rate were to fall, the difference between incremental income and hedge income would continue to fall.


		Incremental		Hedge		Period end		Average		Total
		income		income		notional		notional		yield
2025		£m		£m		£bn		£bn		%
Equity		(449)	****	487	****	25	****	22	****	2.18
Product	****	(2,990)	****	4,181	****	173	****	172	****	2.43
Total	****	(3,439)	****	4,668	****	198	****	194	****	2.40

2024
Equity		(694)		440		22		22		1.98
Product		(5,806)		3,039		172		174		1.75
Total		(6,500)		3,479		194		196		1.77

Equity structural hedges refer to income allocated primarily to equity and reserves. At 31 December 2025, the equity structural hedge notional was allocated between NWH Group and NWM Group in a ratio of approximately 81%/19% respectively.

Product structural hedges refer to income allocated to customer products by NWH Group Treasury, mainly current account and savings balances in Commercial & Institutional, Retail Banking and Private Banking & Wealth Management.

At 31 December 2025, approximately 95% by notional of total structural hedges were sterling-denominated.

●	The structural hedge period-end notional increased as a result of increased hedging of the NatWest Group equity and reserves. The product hedge was broadly stable, reflecting deposit stability year on year.
●	The five-year sterling swap rate fell to 3.65% at 31 December 2025 from 4.04% at 31 December 2024. The ten-year sterling swap rate also fell, to 3.99% from 4.09%. The structural hedge yield rose to 2.40% in 2025 from 1.77% in 2024.
---	---
●	Hedge income rose by £1,189 million to £4,668 million from £3,479 million. Incremental income remained negative but fell year on year. This was mainly driven by replacement of maturing hedges at higher yields and lower overnight SONIA rates in 2025 compared to 2024.
---	---


NatWest Group Annual Report on Form 20-F 2025	123

Non-traded market risk continued

Interest rate risk measurement

NTIRR can be measured using value-based or earnings-based approaches. Value-based approaches measure the change in value of the balance sheet assets and liabilities including all cash flows. Earnings-based approaches measure the potential impact on the income statement of changes in interest rates over a defined horizon, generally one to three years.

NatWest Group uses VaR as its value-based approach and sensitivity of net interest earnings as its earnings-based approach.

These two approaches provide complementary views of the impact of interest rate risk on the balance sheet at a point in time. The scenarios employed in the net interest earnings sensitivity approach may incorporate assumptions about how NatWest Group and its customers will respond to a change in the level of interest rates.

In contrast, the VaR approach measures the sensitivity of the balance sheet at a point in time. Capturing all cash flows, VaR also highlights the impact of duration and repricing risks beyond the one-to-three-year period shown in earnings sensitivity calculations.

Value-at-risk

VaR is a statistical estimate of the potential change in the market value of a portfolio (and, thus, the impact on the income statement) over a specified time horizon at a given confidence level.

NatWest Group’s standard VaR metrics – which assume a time horizon of one trading day and a confidence level of 99% – are based on interest rate repricing gaps at the reporting date. Daily rate moves are modelled using observations from the last 500 business days. These incorporate customer products plus associated funding and hedging transactions as well as non-financial assets and liabilities. Behavioural assumptions are applied as appropriate.

The non-traded interest rate risk VaR metrics for NatWest Group’s retail and commercial banking activities are included in the banking book VaR table presented earlier in this section. The VaR captures the risk resulting from mismatches in the repricing dates of assets and liabilities.

It also includes any mismatch between the maturity profile of external hedges and NatWest Group’s target maturity profile for the hedge.

Sensitivity of net interest earnings

Net interest earnings are sensitive to changes in the level of interest rates, mainly because maturing structural hedges are replaced at higher or lower rates and changes to coupons on managed rate customer products do not always match changes in market rates of interest or central bank policy rates (“managed margin”).

Earnings sensitivity is derived from a market-implied forward rate curve, which will incorporate expected changes in central bank policy rates such as the Bank of England base rate.

A simple scenario is shown that projects forward earnings based on the 31 December 2025 balance sheet, which is assumed to remain constant. An earnings projection is derived from the market-implied curve, which is then subjected to interest rate shocks. The difference between the market-implied projection and the shock gives an indication of underlying sensitivity to interest rate movements.

Reported sensitivities should not be considered a forecast of future performance in these rate scenarios. Actions that could reduce interest earnings sensitivity include changes in pricing strategies on customer loans and deposits as well as hedging. Management action may also be taken to stabilise total income also taking into account non-interest income.


NatWest Group Annual Report on Form 20-F 2025	124

Non-traded market risk continued

Three-year 25-basis-point sensitivity table

The table below shows the sensitivity of net interest earnings – for both structural hedges and managed rate accounts – on a one, two and three-year forward-looking basis to an upward or downward interest rate shift of 25 basis points. In all scenarios, yield curves are assumed to move in parallel.


		+25 basis points upward shift						-25 basis points downward shift
		Year 1		Year 2		Year 3		Year 1		Year 2		Year 3
2025		£m		£m		£m		£m		£m		£m
Structural hedges	****	41	****	130	****	220	****	(41)	****	(130)	****	(220)
Managed margin	****	153	****	139	****	125	****	(157)	****	(127)	****	(140)
Total	****	194	****	269	****	345	****	(198)	****	(257)	****	(360)

2024
Structural hedges		41		125		212		(41)		(125)		(212)
Managed margin		121		116		124		(142)		(120)		(125)
Total		162		241		336		(183)		(245)		(337)

●

The sensitivity of net interest earnings in all scenarios mainly reflects managed-margin deposits and the impact of higher or lower rates on structural hedges.

●

Managed-margin sensitivity in both upward and downward rate scenarios partly reflects assumptions applied to deposits and other products, where customer rates change in response to changes in central bank rates. Managed-margin sensitivity to rate shocks was higher at 31 December 2025 than at 31 December 2024; however, as net interest earnings also increased, sensitivity as a proportion of net interest earnings was relatively stable overall.

---

One-year 25 and 100-basis-point sensitivity table

The following table presents the one-year sensitivity to upward and downward 25-basis-point and 100-basis-point shifts in the yield curve, analysed by currency.


		2025							2024
		Shifts in yield curve							Shifts in yield curve
		+25 basis points		-25 basis points		+100 basis points		-100 basis points	+25 basis points	-25 basis points	+100 basis points	-100 basis points
		£m		£m		£m		£m	£m	£m		£m
Euro	****	25	****	(11)	****	56	****	(47)	11	(7)	38	(43)
Sterling	****	147	****	(165)	****	503	****	(655)	131	(155)	531	(646)
US dollar	****	19	****	(19)	****	69	****	(75)	15	(16)	63	(71)
Other	****	3	****	(3)	****	13	****	(11)	5	(5)	19	(17)
Total	****	194	****	(198)	****	641	****	(788)	162	(183)	651	(777)

Sensitivity of fair value through other comprehensive income (FVOCI) portfolios and cash flow hedging reserves to interest rate movements

NatWest Group holds most of the bonds in its liquidity portfolio at fair value and the bonds are generally classified as FVOCI for accounting purposes. Valuation changes arising from unexpected movements in market rates are initially recognised in FVOCI reserves.

Interest rate swaps are used to implement the structural hedging programme and also hedging of some personal and commercial lending portfolios, primarily fixed-rate mortgages. Generally, these swaps are booked in cash flow hedge accounting relationships. Changes in the valuation of swaps that are in effective cash flow hedge accounting relationships are recognised in cash flow hedge reserves.

The table below shows the sensitivity of bonds initially classified as FVOCI and swaps subject to cash flow hedge accounting to a parallel shift in all rates. Valuation changes affecting interest rate swaps that hedge bonds in the liquidity portfolio are also included. Where FVOCI bonds and swaps are booked in fair value hedge accounting relationships, the valuation change affecting both instruments would be recognised in the income statement. For the purpose of this analysis, cash flow hedges are assumed to be fully effective.


NatWest Group Annual Report on Form 20-F 2025	125

Non-traded market risk continued

Sensitivity of fair value through other comprehensive income (FVOCI) portfolios and cash flow hedging reserves to interest rate movements continued

The effectiveness of cash flow and fair value hedge relationships is monitored and regularly tested in accordance with IFRS requirements. Note also that valuation changes affecting the cash flow hedge reserve affect tangible net asset value, but would not be expected to affect CET1 capital.


		2025							2024
		+25 basis points		-25 basis points		+100 basis points		-100 basis points	+25 basis points	-25 basis points	+100 basis points	-100 basis points
		£m		£m		£m		£m	£m	£m	£m	£m
FVOCI reserves	****	(22)	****	22	****	(91)	****	87	(9)	9	(38)	31
Cash flow hedge reserves	****	(171)	****	174	****	(664)	****	713	(244)	249	(946)	1,027
Total	****	(193)	****	196	****	(754)	****	801	(253)	258	(984)	1,058

●	The sensitivity of cash flow hedge reserves fell in 2025 compared to 2024, while the sensitivity of FVOCI reserves increased slightly. The movement in cash flow hedge reserves in 2025 is shown in the statement of changes in equity on pages 155 to 157.

Credit spread risk

Credit spread risk arises from the potential adverse economic impact of a change in the spread between bond yields and swap rates, where the bond portfolios are accounted at fair value through other comprehensive income.

NatWest Group’s bond portfolios primarily comprise high-quality securities maintained as a liquidity buffer to ensure it can continue to meet its obligations in the event that access to wholesale funding markets is restricted. Additionally, other high-quality bond portfolios are held for collateral purposes and to support payment systems.

Credit spread risk is monitored daily through sensitivities and VaR measures (refer to the non-traded market risk VaR table earlier in this section). Exposures and limit utilisations are reported to senior management on a regular basis. Dealing mandates in place for the bond portfolios further mitigate the risk by imposing constraints by duration, asset class and credit rating.

Foreign exchange risk

Non-traded foreign exchange risk arises from three main sources:

●	Structural foreign exchange rate risk – mainly arises from the capital deployed in foreign subsidiaries and branches.
●	Transactional foreign exchange rate risk – arises from customer transactions and profits and losses that are in a currency other than the functional currency.
---	---
●	Forecast earnings or costs in foreign currencies – NatWest Group assesses its potential exposure to forecast foreign currency income and expenses. NatWest Group hedges forward some forecast expenses.
---	---

The most material non-traded open currency positions are the structural foreign exchange exposures arising from investments in foreign subsidiaries and branches. These exposures are assessed and managed to predefined risk appetite levels under delegated authority agreed by the CFO with support from the Asset & Liability Management Committee. NatWest Group seeks to limit the potential volatility impact on its CET1 ratio from exchange rate movements by deliberately maintaining a structural open currency position. Gains or losses arising from the retranslation of net investments in overseas operations are recognised in other comprehensive income and reduce the sensitivity of capital ratios to foreign exchange rate movements primarily arising from the retranslation of non-sterling denominated RWAs. Sensitivity is minimised where, for a given currency, the ratio of the structural open position to RWAs equals the CET1 ratio.

The sensitivity of this ratio to exchange rates is monitored monthly and reported to the Asset & Liability Management Committee at least quarterly. Foreign exchange exposures arising from customer transactions are hedged by businesses on a regular basis in line with NatWest Group policy.


NatWest Group Annual Report on Form 20-F 2025	126

Non-traded market risk continued

Foreign exchange risk continued

The table below shows structural foreign currency exposures.


		Net investments		Net		Structural foreign				Residual
		in foreign		investment		currency exposures		Economic		structural foreign
		operations		hedges		pre-economic hedges		hedges (1)		currency exposures
2025		£m		£m		£m		£m		£m
US dollar	****	1,067	****	—	****	1,067	****	(1,067)	****	—
Euro	****	4,543	****	(2,560)	****	1,983	****		****	1,983
Other non-sterling	****	901	****	(478)	****	423	****		****	423
Total	****	6,511	****	(3,038)	****	3,473	****	(1,067)	****	2,406

2024
US dollar		1,826		(598)		1,228		(1,228)		—
Euro		4,162		(2,351)		1,811		—		1,811
Other non-sterling		874		(372)		502				502
Total		6,862		(3,321)		3,541		(1,228)		2,313

(1)	Economic hedges of US dollar net investments in foreign operations represent US dollar AT1 equity securities that do not qualify as net investment hedges for accounting purposes. They provide an offset to structural foreign exchange exposures to the extent that there are net assets in overseas operations available, but they are accounted for at historical cost under IFRS until redemption.
●	Changes in foreign currency exchange rates affect equity in proportion to structural foreign currency exposure pre economic hedges. For example, a 5% strengthening or weakening in foreign currencies against sterling would result in a gain or loss of £0.2 billion in equity, respectively.
---	---

Equity risk (audited)

Non-traded equity risk is the potential variation in income and reserves arising from changes in equity valuations. Equity positions are carried on the balance sheet at fair value based on market prices where available. Equity positions may take the form of shares that are publicly listed on a recognised exchange, privately owned investments and shareholdings in industry participations including SWIFT. Further disclosure of NatWest Group’s investments in equity shareholdings, fair value gains and losses and valuation techniques may be found in the notes to the consolidated financial statements. Investments, acquisitions or disposals of a strategic nature are referred to the Acquisitions & Disposals Committee. Once approved by the Chief Financial Officer with support from the Acquisitions & Disposals Committee for execution, such transactions are referred for approval to the Board, the Executive Committee, the Chief Executive Officer, the Chief Financial Officer or as otherwise required. Decisions to acquire or hold equity positions in the non-trading book that are not of a strategic nature are taken by authorised persons with delegated authority. Non-traded equity value at risk is monitored monthly and capital allocation to the risk is included in NatWest Group’s annual Internal Capital Adequacy Assessment Process (ICAAP).

Accounting volatility risk

Accounting volatility risk arises when an exposure is accounted for at amortised cost but economically hedged by a derivative that is accounted for at fair value. Although this is not an economic risk, the difference in accounting between the exposure and the hedge creates volatility in the income statement.

Accounting volatility can be mitigated through hedge accounting. However, residual volatility will remain in cases where accounting rules mean that hedge accounting is not an option, or where there is some hedge ineffectiveness. Accounting volatility risk is reported to the Asset & Liability Management Committee monthly and capitalised as part of the ICAAP.


NatWest Group Annual Report on Form 20-F 2025	127

Traded market risk

Definition (audited)

Traded market risk is the risk of losses in trading book positions from fluctuations in market variables, such as interest rates, credit spreads, foreign exchange rates, equity prices, implied volatilities and asset correlations.

Sources of risk (audited)

NatWest Group is exposed to traded market risk through trading activities entered into by NatWest Markets where such risk arises from market-making and underwriting activity and by facilitating customer-facing business that cannot be immediately offset with other customers or market participants. From a market risk perspective, activities are focused on rates; currencies; and traded credit. NatWest Markets undertakes transactions in financial instruments including debt securities, as well as securities financing and derivatives.

The key categories of traded market risk are interest rate risk, credit spread risk and foreign currency price risk.

Trading activities may also give rise to counterparty credit risk. For further detail refer to the Credit risk section.

Key developments in 2025

●	Drivers of market volatility during the year included global inflationary concerns, US tariffs, the ongoing Russia-Ukraine conflict and geopolitical tensions in the Middle East.
●	Traded VaR and SVaR remained within appetite, aided by NatWest Group’s continued disciplined approach to risk-taking.
---	---
●	Overall, internal traded VaR decreased on an average basis, compared to 2024.
---	---

Governance (audited)

Risk governance for traded market risk is in line with the approach outlined in the Risk management framework section.

Risk appetite

Risk appetite for traded market risk is in line with the approach outlined in the Risk management framework section.

NatWest Group’s qualitative appetite for traded market risk is set out in the traded market risk appetite statement. Quantitative appetite is expressed in terms of exposure limits. The limits at NatWest Group level comprise value-at-risk (VaR), stressed value-at-risk (SVaR) and stress-testing. More details on these metrics are provided on the following pages.


NatWest Group Annual Report on Form 20-F 2025	128

Traded market risk continued

Measurement

NatWest Group uses VaR, SVaR and the incremental risk charge (IRC) to capitalise traded market risk. Risks that are not adequately captured by VaR or SVaR are captured by the Risks Not In VaR (RNIV) framework to ensure that NatWest Group is adequately capitalised for market risk. In addition, stress testing is used to identify any vulnerabilities and potential losses.

The key inputs into these measurement methods are market data and risk factor sensitivities. Sensitivities refer to the changes in trade or portfolio value that result from small changes in market parameters that are subject to the market risk limit framework. Revaluation ladders are used in place of sensitivities to capture the impact of large moves in risk factors or the joint impact of two risk factors.

These methods have been designed to capture correlation effects and allow NatWest Group to form an aggregated view of its traded market risk across risk types, markets and business lines while also taking into account the characteristics of each risk type.

Value-at-risk

For internal risk management purposes, VaR assumes a time horizon of one trading day and a confidence level of 99%.

The internal VaR model – which captures all trading book positions including those products approved by the regulator – is based on a historical simulation, utilising market data from the previous 500 days, and is sensitive to recent market conditions.

The model also captures the potential impact of interest rate risk; credit spread risk; foreign currency price risk; equity price risk; and commodity price risk.

When simulating potential movements in such risk factors, a combination of absolute, relative and rescaled returns is used.

The performance and adequacy of the VaR model are tested regularly through the following processes:

●	Back-testing: Internal and regulatory back-testing is conducted on a daily basis. Information on internal back-testing is provided in this section. Information on regulatory back-testing appears in the Pillar 3 Report.
●	Ongoing model validation: VaR model performance is assessed both regularly, and on an ad-hoc basis, if market conditions or portfolio profile change significantly.
---	---
●	Model Risk Management review: As part of the model lifecycle, all risk models (including the VaR model) are independently reviewed to ensure the model is still fit for purpose given current market conditions and portfolio profile. For further detail on the independent model validation carried out by Model Risk Management refer to pages 143 and 144. More information relating to pricing and market risk models is presented in the Pillar 3 Report.
---	---


NatWest Group Annual Report on Form 20-F 2025	129

Traded market risk continued

One-day 99% traded internal VaR

Traded VaR (1-day 99%) (audited)

The table below shows one-day 99% internal VaR for NatWest Group’s trading portfolios, split by exposure type.


		2025								2024
		Average		Maximum		Minimum		Period end		Average	Maximum	Minimum	Period end
		£m		£m		£m		£m		£m	£m	£m	£m
Interest rate	****	3.2	****	5.4	****	1.8	****	2.3		6.6	12.1	3.0	3.8
Credit spread	****	4.8	****	7.2	****	3.1	****	3.1		7.7	10.1	5.6	5.6
Currency	****	1.3	****	4.0	****	—	****	0.5		2.0	6.7	0.5	1.3
Equity	****	0.1	****	0.1	****	—	****	0.1		0.1	0.3	—	—
Diversification (1)	****	(3.8)	****		****		****	(2.5)	****	(6.3)			(5.4)
Total	****	5.6	****	9.7	****	3.4	****	3.5		10.1	16.2	5.3	5.3

(1)	NatWest Group benefits from diversification across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.
●	Both interest rate VaR and credit spread VaR decreased on an average basis, compared to 2024.
---	---
●	This reflects an earlier period of higher market volatility dropping out of the rolling window for VaR calculation during H2 2024.
---	---


NatWest Group Annual Report on Form 20-F 2025	130

Traded market risk continued

VaR back-testing

The main approach employed to assess the VaR model’s ongoing performance is back-testing, which counts the number of days when a loss exceeds the corresponding daily VaR estimate, measured at a 99% confidence level.

Two types of profit and loss (P&L) are used in back-testing comparisons: Actual P&L and Hypothetical P&L. For more details on the back-testing approach, refer to the Pillar 3 Report.

The table below shows internal back-testing exceptions in the major NatWest Markets businesses for the 250-business-day period to 31 December 2025. Internal back-testing compares one-day 99% traded internal VaR with Actual and Hypothetical (Hypo) P&L.


		Back-testing exceptions
	****	Actual	****	Hypo
Fixed income		—		—
Currencies	****	—	****	3

●	The back-testing exceptions in Currencies were driven by losses in February, April and August 2025 due to increased foreign exchange and rates market volatility.

Stressed VaR (SVaR)

As with VaR, the SVaR methodology produces estimates of the potential change in the market value of a portfolio, over a specified time horizon, at a given confidence level. SVaR is a VaR-based measure using historical data from a one-year period of stressed market conditions.

A simulation of 99% VaR is run on the current portfolio for each 250-day period from 2005 to the current VaR date, moving forward one day at a time. The SVaR is the worst VaR outcome of the simulated results.

This is in contrast with VaR, which is based on a rolling 500-day historical data set. A time horizon of ten trading days is assumed with a confidence level of 99%.

The internal traded SVaR model captures all trading book positions.


		2025								2024
		Average		Maximum		Minimum		Period end		Average		Maximum		Minimum		Period end
		£m		£m		£m		£m		£m		£m		£m		£m
Total internal traded SVaR	****	58	****	112	****	31	****	38		56		136		31		41


NatWest Group Annual Report on Form 20-F 2025	131

Traded market risk continued

Risks not in VaR (RNIVs)

The RNIV framework is used to identify and quantify market risks that are not fully captured by the internal VaR and SVaR models.

RNIV calculations form an integral part of ongoing model and data improvement efforts to capture all market risks in scope for model approval in VaR and SVaR.

For further qualitative and quantitative disclosures on RNIVs, refer to the Market risk section of the Pillar 3 Report.

Stress testing

For information on stress testing, refer to pages 36 to 40.

Incremental risk charge (IRC)

The IRC model quantifies the impact of rating migration and default events on the market value of instruments with embedded credit risk (in particular, bonds and credit default swaps) held in the trading book. It further captures basis risk between different instruments, maturities and reference entities. For further qualitative and quantitative disclosures on the IRC, refer to the Market risk section of the Pillar 3 Report 2025.

Monitoring and mitigation

Traded market risk is identified and assessed by gathering, analysing, monitoring and reporting market risk information at desk, business, business segment and NatWest Group-wide levels. Industry expertise, continued system developments and techniques such as stress testing are also used to enhance the effectiveness of the identification and assessment of all material market risks.

Traded market risk exposures are monitored against limits and analysed daily. A daily report summarising the position of exposures against limits at desk, business, business segment and NatWest Group levels is provided to senior management and market risk managers across the function. Limit reporting is supplemented with regulatory capital and stress testing information as well as ad-hoc reporting.

A risk review of trading businesses is undertaken weekly with senior risk and front office staff. This includes a review of profit and loss drivers, notable position concentrations and other positions of concern.

Business profit and loss performance is monitored automatically through loss triggers which, if breached, require a remedial action plan to be agreed between the Market Risk function and the business. The loss triggers are set using both a fall-from-peak approach and an absolute loss level. In addition, regular updates on traded market risk positions are provided to the Executive Risk Committee, the Board Risk Committee and the Board.


NatWest Group Annual Report on Form 20-F 2025	132

Traded market risk continued

Market risk – linkage to balance sheet

The table below analyses NatWest Group’s balance sheet by non-trading and trading business.


		2025						2024
				Non-trading		Trading				Non-trading		Trading
		Total		business (1)		business (2)		Total		business (1)		business (2)
		£bn		£bn		£bn		£bn		£bn		£bn	Primary market risk factor
Assets
Cash and balances at central banks	****	85.2	****	85.2	****	—		93.0		93.0		—	Interest rate
Trading assets	****	46.5	****	0.1	****	46.4		48.9		0.3		48.6
Reverse repos	****	27.7	****	—	****	27.7		27.1		—		27.1	Interest rate
Securities	****	12.8	****	—	****	12.8		13.9		—		13.9	Interest rate, credit spreads, equity
Other	****	6.0	****	0.1	****	5.9		7.9		0.3		7.6	Interest rate
Derivatives	****	60.8	****	0.8	****	60.0		78.4		1.4		77.0	Interest rate, credit spreads, equity
Settlement balances	****	0.6	****	—	****	0.6		2.1		0.1		2.0	Settlement
Loans to banks	****	7.0	****	7.0	****	—		6.0		6.0		—	Interest rate
Loans to customers	****	418.9	****	418.9	****	—		400.3		400.3		—	Interest rate
Other financial assets	****	79.8	****	79.8	****	—		63.2		63.2		—	Interest rate, credit spreads, equity
Intangible assets	****	7.3	****	7.3	****	—		7.6		7.6		—	Interest rate, credit spreads, equity
Other assets	****	8.5	****	8.5	****	—		8.5		8.5		—
Total assets	****	714.6	****	607.6	****	107.0		708.0		580.4		127.6

Liabilities	****		****		****
Bank deposits	****	44.1	****	44.1	****	—		31.5		31.5		—	Interest rate
Customer deposits	****	443.0	****	443.0	****	—		433.5		433.5		—	Interest rate
Settlement balances	****	0.9	****	0.1	****	0.8		1.7		—		1.7	Settlement
Trading liabilities	****	49.0	****	0.2	****	48.8		54.7		0.2		54.5
Repos	****	28.6	****	—	****	28.6		30.6		—		30.6	Interest rate
Short positions	****	7.5	****	—	****	7.5		10.5		—		10.5	Interest rate, credit spreads
Other	****	12.9	****	0.2	****	12.7		13.6		0.2		13.4	Interest rate
Derivatives	****	54.0	****	0.5	****	53.5		72.1		1.0		71.1	Interest rate, credit spreads
Other financial liabilities	****	67.6	****	67.6	****	—		61.1		61.1		—	Interest rate
Subordinated liabilities	****	6.1	****	6.1	****	—		6.1		6.1		—	Interest rate
Notes in circulation	****	3.2	****	3.2	****	—		3.3		3.3		—	Interest rate
Other liabilities	****	4.0	****	4.0	****	—		4.6		4.6		—
Total liabilities	****	671.9	****	568.8	****	103.1		668.6		541.3		127.3

(1)	Non-trading businesses are entities that primarily have exposures that are not classified as trading book. For these exposures, with the exception of pension-related activities, the main measurement methods are sensitivity analysis of net interest income, internal non-traded market risk VaR and fair value calculations. For more information refer to the non-traded market risk section.
(2)	Trading businesses are entities that primarily have exposures that are classified as trading book under regulatory rules. For these exposures, the main methods used by NatWest Group to measure market risk are detailed in the traded market risk section.
---	---
(3)	Foreign exchange risk affects all non-sterling denominated exposures on the balance sheet across trading and non-trading businesses, and therefore has not been listed in the above tables.
---	---


NatWest Group Annual Report on Form 20-F 2025	133

Pension risk

Definition

Pension risk is the inability to meet contractual obligations and other liabilities to the established employee or related company pension scheme.

Sources of risk

NatWest Group has exposure to pension risk through its defined benefit schemes worldwide. The Main section of The NatWest Group Pension Fund (the Main section) is the largest source of pension risk. Refer to Note 5 to the consolidated financial statements, for further details on NatWest Group’s pension obligations, including sensitivities to the main risk factors.

Pension scheme liabilities vary with changes in long-term interest rates and inflation as well as with pensionable salaries, the longevity of scheme members and legislation.

The Trustee of NatWest Group’s largest scheme (the Main section of the NatWest Group Pension Fund) holds buy-in policies with third-party insurers. Under the buy-in insurance contracts, the insurer makes payments to the scheme to cover pension benefits paid to members. As a result, the insured portion of the scheme is protected against all material demographic and market risks.

These risks have been replaced with the risk that the insurer defaults on payments due to the scheme. The uninsured scheme assets continue to vary with changes in market risk drivers such as interest rates, inflation expectations and credit spreads. NatWest Group is therefore still exposed to the risk that the schemes’ assets, together with future returns and additional future contributions, are estimated to be insufficient to meet liabilities as they fall due.

In such circumstances, NatWest Group could be obliged (or might choose) to make additional contributions to the schemes or be required to hold additional capital to mitigate this risk.

Key developments in 2025

●	During the year, the Trustee of the Main section of the NatWest Group Pension Fund completed partial buy-in transactions, in addition to those completed during 2024, passing demographic and market risk to third-party insurers. Over 40% (£10.3 billion) of the scheme’s liabilities are now covered by buy-in policies, which is an increase from one - third at the end of 2024.

Governance

Risk governance for pension risk is in line with the approach outlined in the Risk management framework section.

Chaired by the Chief Financial Officer (CFO), the Asset & Liability Management Committee supports the CFO in considering the financial strategy and balance sheet implications relating to pension liabilities and pension strategy and other issues material to NatWest Group’s pension strategy. It also supports the CFO in considering investment strategy proposals from the Trustee of the Main section. The Board reviews and, as appropriate, approves any material pension strategy proposals.


NatWest Group Annual Report on Form 20-F 2025	134

Pension risk continued

Risk appetite

Risk appetite for pension risk is in line with the approach outlined in the Risk management framework section.

Pension risk appetite is approved by the Board. NatWest Group maintains an independent view of the risk inherent in its pension funds. NatWest Group has a pension risk appetite statement that is reviewed and approved at least annually by the Board on the Board Risk Committee’s recommendation to ensure it remains appropriate and aligned to strategy.

Policies and standards are in place to provide formal controls for pension risk reporting, modelling, governance and stress testing. A pension risk policy, which sits within the enterprise-wide risk management framework, is also in place and is subject to associated framework controls.

Performance against risk appetite is reported regularly to the Executive Risk Committee, the Board Risk Committee, and the Board. Relevant pension risk matters are escalated through the Executive Risk Committee, Asset & Liability Management Committee and Board Risk Committee as appropriate and to the Board as applicable. For more information, refer to the Governance and remuneration section.

Measurement and monitoring

Pension risk is monitored by the Executive Risk Committee and the Board Risk Committee. Relevant pension risk matters are escalated to the Board as applicable. NatWest Group also undertakes stress tests on its material defined benefit pension schemes each year.

These tests are also used to satisfy the requests of regulatory bodies such as the Bank of England. The stress testing framework includes pension risk capital calculations for the purposes of the Internal Capital Adequacy Assessment Process as well as additional stress tests for a number of internal management purposes.

The results of the stress tests and their consequential impact on NatWest Group’s balance sheet, income statement and capital position are incorporated into the overall NatWest Group stress test results. NatWest Bank Plc (a subsidiary of NatWest Group) is the principal employer of the Main section and could be required to fund any deficit that arises. The financial strength of third-party insurers is monitored on a periodic basis by the Trustee and NatWest Group.

Mitigation

The Main section is well - protected against interest rate and inflation risks within the non - insured portfolio, reflecting risk mitigation measures taken by the Trustee such as hedging and reduced exposure to growth assets. The buy - in transactions completed to date further protect against demographic and market risks.

If, in an extreme scenario, an insurer was unable to make payments due to the scheme under the buy-in insurance contracts, NatWest Group would continue to be responsible for financially supporting the scheme to meet pension benefits. However, strong mitigants are in place against this risk, including the insurance regulatory regime. The potential impact of climate change is one of the factors considered in managing the assets of the Main section. The Trustee monitors the risk to its investments from changes in the global economy and invests, where return justifies the risk, in sectors that reduce the world’s reliance on fossil fuels, or that may otherwise promote environmental benefits. The Trustee also expects third-party insurers to have appropriate policies to address climate risk and to report on climate exposure attributable to the Main section.

Further details regarding the Trustee’s approach to managing climate change risk can be found in its Responsible Ownership Policy, its net zero commitment and its climate disclosures produced on an annual basis, as required by The Occupational Pension Schemes (Climate Change Governance and Reporting) Regulations 2021.


NatWest Group Annual Report on Form 20-F 2025	135

Operational risk

Definition

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or external events. It arises from day-to-day operations and is relevant to every aspect of the business.

Sources of risk

Operational risk may arise from a failure to manage operations, systems, processes, transactions and assets appropriately. This includes human error, an inability to deliver change adequately or on time, the non-availability of technology services, or the loss of customer data. It also includes systems failure, theft of NatWest Group property, information loss, the impact of natural or man-made disasters and the threat of cyberattacks. Operational risk can also arise from a failure to account for changes in law or regulations or to take appropriate measures to protect assets.

Key developments in 2025

●	The enhanced risk and control self-assessment approach was refined further with a focus on material operational risks and controls across the key end-to-end processes.
●	The use of automated data-led insights was embedded to oversee the operational risk profile and manage it within appetite.
---	---
●	Improvements to technology end of life risk management were implemented to mitigate associated technology and cyber risks.
---	---
●	AI tools have been introduced to support the articulation and adequacy of controls including generative AI chat bots to support the embedding of frameworks and to help with horizon scanning.
---	---
●	Compliance with UK and EU operational resilience regulatory requirements was achieved and maintained along with material compliance with EU Digital Operational Resilience Act (DORA).
---	---
●	NatWest Group continued to evolve the assessment of its operational resilience with increasingly severe, complex, and prolonged scenario tests for cyber, third-party, and significant IT failure risks.
---	---
●	Threat horizon scanning and vulnerability management processes were enhanced to support risk identification, scenario testing and the prioritisation of risk mitigation activities.
---	---

Governance

The risk governance arrangements in place for operational risk are in line with the approach as set out in the Risk management framework section.

Aligned to this, a strong operational risk management oversight function is vital to support NatWest Group’s ambitions to serve its customers better. Improved management of operational risk against defined risk appetite is vital for stability and reputational integrity.

To support ongoing oversight of the management of the operational risk profile the Operational Risk Executive Steering Committee ensures all material operational risks are monitored and managed within appetite.

Risk appetite

Risk appetite for operational risk is in line with the approach outlined in the Risk management framework section.

Measurement and monitoring

Measurement and monitoring for operational risk is in line with the approach outlined in the Risk management framework section.

Mitigation

Mitigation for operational risk is in line with the approach outlined in the Risk management framework section.

Operational risks are mitigated by applying preventative and detective controls which are assessed on adequacy and effectiveness through risk and control self-assessment process on a regular basis to determine risk exposure. Mitigation is prioritised using risk-based approach considering risk appetite.


NatWest Group Annual Report on Form 20-F 2025	136

Operational risk continued

Operational resilience and cybersecurity

NatWest Group maintains a robust approach to operational resilience through comprehensive, NatWest Group-wide processes. These include regular scenario tests that simulate increasingly severe and sophisticated disruption events. In 2025, as part of NatWest Group’s operational resilience strategy, severe but plausible disruption scenario tests were undertaken and encompassed cyber threats, third-party risks, and significant IT failures confirming the preparedness and effectiveness of NatWest Group’s operational resilience strategies, and plans including third party arrangements in the event of severe but plausible disruptions.

This rigorous approach was underpinned with the enhancement, ongoing monitoring, and transparent reporting of key risk indicators and performance metrics for Important Business Services.

In early Q1 2025, NatWest Group confirmed that it had materially met the requirements of the EU DORA. Furthermore, by the end of March 2025, NatWest Group confirmed full compliance with the operational resilience requirements set by the Financial Conduct Authority and the Prudential Regulation Authority.

By meeting the 2025 compliance deadlines for these critical regulatory frameworks, NatWest Group demonstrated the strength and reliability of its systems and controls. This enables effective risk management, minimises potential disruptions, and safeguards both customers and the wider financial system. These efforts reinforce NatWest Group’s commitment to building trust and stability within financial services.

Operational resilience remains a key priority, achieved through the effective management of a broad spectrum of interconnected operational risks. NatWest Group consistently meets regulatory expectations and actively participates in multiple industry-wide operational resilience forums.

This engagement provides a valuable cross-sector perspective on the evolving operational resilience risk landscape and supports NatWest Group’s ability to adapt to ongoing innovation and change, both internally and across the financial services sector.

NatWest Group operates layered security controls and its architecture is designed to provide inherent protection against threats. This approach avoids reliance on any one type or method of security control. Minimum security control requirements are set out in key risk policies, standards, processes and procedures.

Throughout 2025, NatWest Group continued to monitor and manage the threat landscape focusing on:

●	Initial access brokers (cyber criminals who specialise in breaching organisations then selling the access to other threat actors), ransomware gangs and, in light of ongoing geopolitical tensions, nation states.
●	Innovations in technology, assessing the inherent risk and developing appropriate responses to manage any associated risks. Artificial Intelligence, Quantum Computing and Cloud Adoption have been areas of focus in 2025.
---	---

As cyberattacks evolve, NatWest Group continues to invest in additional capability designed to defend against emerging risks.

Event and loss data management

The operational risk event and loss data management process ensures NatWest Group captures and records operational risk events with financial and non-financial impacts that meet defined criteria. Loss data is used for internal, regulatory and industry reporting and is included in capital modelling when calculating economic capital for operational risk. The most serious events are escalated in a simple, standardised process to all senior management, by way of a ‘Early Event Escalation Process’. NatWest Group has not experienced a material cybersecurity breach or associated material loss in the last three years.

All financial impacts and recoveries associated with an operational risk event are reported against the date they were recorded in NatWest Group’s financial accounts. A single event can result in multiple losses (or recoveries) that may take time to crystallise. Losses and recoveries with a financial accounting date in 2025 may relate to events that occurred, or were identified in, prior years. NatWest Group purchases insurance against specific losses and to comply with statutory or contractual requirements.


NatWest Group Annual Report on Form 20-F 2025	137

Operational risk continued

Percentage and value of events

At 31 December 2025, the total value of operational risk events was £76 million, representing an increase of £58 million compared with 2024. This movement was primarily driven by the release of unutilised provisions in 2024 within the clients, products and business practices category. The volume of losses has decreased by 10% compared to 2024.


Value and volume of events (>£10k)		Value of events k							Volume of events^(1)^
Event category		2025	2024		YoY £		YoY	%	2025		2024	YoY	YoY	%
Fraud	****	47	43	****	4		22	%	1,169		1,321	(152)	(10)	%
Clients, products and business practices	****	16	(37)	****	53		294	%	18		30	(12)	(1)	%
Execution, delivery and process management	****	9	8	****	1		6	%	-		1	(1)	—
Employment practices and workplace safety	****	3	1	****	2		11	%	20		12	8	—
Technology and infrastructure failures	****	1	3	****	(2)		(11)	%	144		129	15	1	%
Disasters and public safety		—	—		—		—		5		11	(6)	—
	****	76	18	****	58		322	%	1,356		1,504	(148)	(10)	%

All values are in British Pounds.

(1)	The calculation in the table is based on the volume and value of events (the proportion and cost of operational risk events to NatWest Group) where the associated loss is more than or equal to £10,000.

Cybersecurity risk management processes

NatWest Group’s cybersecurity risk management forms an integral part of its overall EWRMF, which is designed around a three lines of defence model. Specifically, management of cybersecurity risk is a subset of NatWest Group’s wider operational risk management. To support NatWest Group’s cybersecurity risk management, it has an information security (including cyber) policy. This is reviewed at least annually and benchmarked against industry best practice standards, including the Information Security Forum: Standard Of Good Practice (ISF: SOGP) and relevant publications by competent authorities such as the National Cyber Security Centre (NCSC), to help NatWest Group identify and remediate any gaps in its controls and procedures. NatWest Group’s policies are also aligned with a number of other international and industry standards, such as ISO 27001 and the National Institute of Standards and Technology Cyber Security Framework. Throughout 2025, NatWest Group was certified by the IASME Consortium Ltd (IASME) in Cyber Essentials Plus, a recognised government owned scheme operated by the NCSC.

The information security policy forms part of the internal process to support NatWest Group’s annual attestation to its management’s assessment of the effectiveness of its internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act.

The cybersecurity risk management framework is designed to mitigate the impact of cybersecurity threats and incidents.

The framework also includes a structured approach for identifying and managing both internal cybersecurity incidents and external incidents impacting NatWest Group’s third-party suppliers.

In addition, the framework includes a process for assessing the severity and source of a cybersecurity threat or incident, including in relation to third-party service providers, enabling NatWest Group to implement mitigating controls as required and to inform its management and board of directors of any material impact.

The functions of the cybersecurity risk management framework are based on a three lines of defence model:

●	NatWest Group’s first line of defence is responsible for setting NatWest Group’s information and cybersecurity risk management strategy and Information Security Policy, including: delivering effective and efficient cybersecurity products and services and identifying, considering and assessing material cybersecurity threats on an ongoing basis. As part of the first line of defence, NatWest Group:
a)	continues to invest significant resources in developing and improving its cybersecurity risk management.
---	---
b)	supports due diligence processes in respect of third-party service providers involved in NatWest Group’s supply chain by defining minimum security requirements in line with industry practice that suppliers are contractually bound by. These minimum standards, among others, require suppliers to notify NatWest Group of any material cybersecurity incidents and for UK based suppliers to hold independent assurance, with Cyber Essentials+ certification being the minimum accepted.
---	---
c)	educates its employees and customers on cybersecurity threats and incidents through education and awareness programmes that are designed around the most relevant cybersecurity threats and incidents for NatWest Group. These programmes, including ethical phishing campaigns are reviewed regularly and updated based on changes to the cybersecurity threat landscape. Employees are also required to participate in annual information security (including cybersecurity) trainings.
---	---


NatWest Group Annual Report on Form 20-F 2025	138

Operational risk continued

Cybersecurity risk management processes continued

●

As part of the second line of defence, a dedicated operational risk team is responsible for the assessment, identification and management of NatWest Group’s cybersecurity risk and provides regular updates and opinions to senior risk committees of NatWest Group. These include monthly updates and escalations as required to the NatWest Digital X Risk Committee. The operational risk team also provides a Risk opinion as part of the annual information and cyber security risk spotlight to NatWest Group’s Executive Risk Committee and Board Risk Committee.

●

As part of the third line of defence, NatWest Group’s Internal Audit team has a risk-based coverage approach to assess the adequacy of the design and operational effectiveness of key internal controls, governance and risk management, including in connection with cybersecurity risk. The frequency and scope of the internal audit coverage depends on the ongoing assessment of the key risks to NatWest Group.

---

Cybersecurity threats for 2025

NatWest Group is continuously exposed to cybersecurity threats across its business and supply chain, which are closely monitored by NatWest Group. In the year ended 31 December 2025, NatWest Group did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect NatWest Group. However, given the nature of cybersecurity threats, NatWest Group cannot eliminate all risks from cybersecurity threats or provide assurances that NatWest Group has not experienced an undetected cybersecurity incident. For more information about these risks, refer to the Risk Factors section – “NatWest Group is subject to increasingly sophisticated and frequent cyberattacks”.

Cybersecurity Risk Oversight

Board

The Board of Directors (Board) ensures there is a framework of prudent and effective controls which enables risks – including information and cyber security risk - to be assessed and managed. The Board approves the EWRMF (including NatWest Group’s risk appetite framework) on recommendation from the Group Board Risk Committee, and approves risk appetite.

The Board monitors information and cybersecurity performance against risk appetite through the receipt of regular reporting and receives reporting on top and emerging risks, including the likelihood of a cyber-attack. The Board also reviews the effectiveness of risk management and internal control systems.

Group Board Risk Committee (BRC)

Provides oversight and advice to the Board on current and future risk exposures of NatWest Group and its subsidiaries; future risk profile including risk appetite; the approval and effectiveness of the EWRMF and the internal controls required to manage risk. It approves the enterprise-wide risk management strategy and oversees its effective delivery. BRC reviews all information and cybersecurity risk exposures and management’s recommendations to monitor, control and mitigate such exposures. It also reviews NatWest Group’s information and cybersecurity performance against risk appetite through the receipt of regular reporting, updates on top and emerging risks and updates from the first and second lines of defence – including an information and cyber security spotlight at least annually - and escalates matters to the Board as required.

Management responsible for managing information and cybersecurity risk

The first line of defence is responsible for setting NatWest Group’s information and cybersecurity risk management strategy, including: delivering effective and efficient cybersecurity products, policies and services and identifying, considering and assessing material cybersecurity threats on an ongoing basis. NatWest Group’s cybersecurity programmes are under the direction of the Chief Information Officer (CIO) who holds regulatory accountability under the Senior Managers and Certification Regime for defining and delivering NatWest Group’s internal technology, infrastructure services and customer operations, including NatWest Group’s IT strategy, cybersecurity, operational continuity, and resilience. The Chief Information Security Officer (CISO) reports to the CIO and receives regular reports from the cybersecurity team under his supervision. The CIO is an established Technology Leader with over 30 years of experience in Financial Services, joining NatWest Group in 2022. Prior to 2022, the CIO spent eight years at Deutsche Bank where he held a number of roles including CIO for the Corporate and Investment Bank, Head of Technology for Financial Crime, CIO for the UK and Group CTO. Prior to joining Deutsche Bank, the CIO drove the technology strategy and innovation agenda for RBS Markets as its CIO and spent the early part of his career at JP Morgan.

The CISO, via the cybersecurity team, monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents. The CISO and the cybersecurity team are experienced information security professionals with many years of experience in the information and cybersecurity industry. Prior to joining NatWest Group, the CISO was a technical director at Communications-Electronics Security Group (now known as the UK’s National Cyber Security Centre) where he advised on securing some of the UK’s most critical assets. He has worked in this industry for over 20 years and has spoken at a wide range of events on the topic of cybersecurity.


NatWest Group Annual Report on Form 20-F 2025	139

Compliance and conduct risk

Definition

Compliance risk is the risk that NatWest Group fails to observe the letter and spirit of all relevant laws, codes, rules, regulations and standards of good market practice.

Conduct risk is the risk of inappropriate behaviour towards customers, or in the markets in which NatWest Group operates, which leads to poor or inappropriate customer outcomes, and/or undermines market integrity.

The consequences of failing to meet compliance and/or conduct responsibilities can be significant and could result, for example, in legal action, regulatory enforcement, material financial loss and/or reputational damage.

Sources of risk

Compliance and conduct risk exist across all stages of NatWest Group’s relationships with its customers and arise from a variety of activities including product design, marketing and sales, complaint handling, staff training, and handling of confidential inside information.

As set out in Note 25 to the consolidated financial statements, members of NatWest Group are party to legal proceedings and are subject to investigation and other regulatory action in the UK, the US and other jurisdictions.

Key developments in 2025

●	As part of the Non-Financial Risk Enhancement Programme, NatWest Group reviewed its compliance and conduct framework against the Operational Riskdata eXchange Association (ORX) regulatory compliance and conduct risk taxonomy. ORX is the largest operational risk management association in the financial services sector and this industry-standard taxonomy informed proposals for the annual risk directory refresh, including new level 2 risks and a consolidation of conduct and regulatory compliance risks into a single 'compliance and conduct level 1 risk’ from 2026. These changes will enhance risk coverage, strengthen integration with the EWRMF, and align more closely with industry practice.
●	NatWest Group is also evaluating alternative rules mapping approaches, including a regulatory traceability model supported by an integrated AI-enabled platform. This will simplify governance, reduce complexity, and improve consistency, while ensuring its framework remains resilient and future-ready.
---	---
●	On 4 September 2025, the US Court of Appeal approved an amendment of the plea agreement and formally terminated the Monitorship (extended oversight) of NatWest Markets Plc (NWM). This is a result of the notable progress made in strengthening our compliance programme, improvements in internal controls and remediation, and the status of the implementation of the Monitor’s recommendations. NWM’s obligations under the plea agreement and probation have been extended until December 2026. Going forward, NWM will report progress on the compliance programme to the US Department of Justice (DOJ) directly.
---	---
●	The Judicial Review challenging the Financial Ombudsman Service’s (FOS) interpretation of ‘unfair relationships’ under Section 140 of the Consumer Credit Act (CCA) remains ongoing. NatWest Group and peer banks have raised concerns over the reopening of closed complaints, with the FCA intervening in support of our position. Separately, proposed CCA reforms aim to modernise regulation via a flexible, outcome-based regime.
---	---
●	Following the Supreme Court’s August 2025 ruling regarding ‘unfair relationships’ when arranging motor finance, the FCA’s October consultation outlined a redress scheme expected to launch in 2026.
---	---
●	A review of mortgage rules was launched by the FCA to simplify regulatory requirements and improve consumer flexibility. The proposals seek to simplify rules, enhance access to advice and execution-only options, and streamline affordability assessments under Consumer Duty. NatWest Group continues to monitor developments to ensure its proposition remains compliant and responsive.
---	---
●	The FCA’s March review of the treatment of vulnerable customers recognised progress but highlighted areas for improvement. NatWest Group remains committed to delivering fair outcomes and maintaining regulatory compliance.
---	---


NatWest Group Annual Report on Form 20-F 2025	140

Compliance and conduct risk continued

Key developments in 2025 continued

●	The PRA and FCA are consulting across the financial services industry on the Senior Managers and Certification Regime that could reduce the number of roles within scope by up to 40%, with His Majesty’s Treasury (HMT) supporting swift implementation.
●	HMT has launched a consultation to review the FOS’s remit and propose to modernise the framework. The FCA and FOS have published next steps, signalling coordinated reform of consumer compensation mechanisms.
---	---

Governance

Risk governance for compliance and conduct risk is in line with the approach outlined in the Risk management framework section.

To support ongoing oversight of the management of the compliance and conduct risk profile, a number of committees are in place, the most senior of which is the “One Bank Good Customer Outcomes Leadership Committee”.

Risk appetite

Risk appetite for compliance and conduct risk is in line with the approach outlined in the Risk management framework section.

Measurement and monitoring

Measurement and monitoring for compliance and conduct risk are in line with the approach outlined in the Risk management framework section.

Mitigation

Mitigation for compliance and conduct risk is in line with the approach outlined in the Risk management framework section.

Activity to mitigate the most material compliance and conduct risk is carried out across NatWest Group with specific areas of focus in the customer-facing businesses and legal entities. Examples of mitigation include consideration of customer needs in business and product planning, targeted training, conflicts of interest management, market conduct surveillance, complaints management, mapping of priority regulatory requirements and independent monitoring activity. Internal policies help support a strong customer focus across NatWest Group.

Financial crime risk

Definition

Financial crime risk is the risk that NatWest Group's products, services, employees and/or third parties are intentionally or unintentionally used to facilitate financial crime in the form of money laundering, terrorist financing, bribery and corruption, sanctions and tax evasion, as well as external or internal fraud.

Sources of risk

Financial crime risk may be present if NatWest Group’s customers, employees or third parties undertake or facilitate financial crime, or if NatWest Group’s products or services are used intentionally or unintentionally to facilitate such crime. Financial crime risk is an inherent risk across all lines of business.

Key developments in 2025

●	Significant investment continued to be made to support the delivery of a multi-year transformation plan across financial crime risk management.
●	Enhancements were made to technology, data quality, and data analytics to improve the effectiveness of systems used to monitor customers and transactions.
---	---
●	Financial crime events were held throughout the year to further embed financial crime risk management culture and behaviours.
---	---


NatWest Group Annual Report on Form 20-F 2025	141

Financial crime risk continued

Key developments in 2025 continued

●

There was active participation in public/private partnerships including the Joint Money Laundering Intelligence Taskforce and Data Fusion. Following the success of the pilot, Data Fusion has become a permanent operational capability, able to deliver benefits across the public-private economic crime system. This includes the implementation of a permanent public-private Joint Analytical Team, housed within the National Crime Agency.

Governance

Risk governance for financial crime risk is in line with the approach outlined in the Risk management framework section.

The Financial Crime Oversight Committee, which is jointly chaired by the Group Money Laundering Reporting Officer and the Director of Financial Crime is the core governance committee for financial crime risk (excluding fraud). It oversees financial crime risk management, operational performance, and transformation matters including decision-making.

Financial crime matters are escalated through the Executive Risk Committee and to the Board as applicable.

The Fraud Executive Steering Group, which is chaired by the Chief Customer and Operations Officer, is the core governance committee for fraud. It oversees fraud risk management, operational performance, and investment matters including decision-making and escalations to relevant senior committees.

Risk appetite

Risk appetite for financial crime risk is in line with the approach outlined in the Risk management framework section.

Measurement and monitoring

Measurement and monitoring for financial crime risk are in line with the approach outlined in the Risk management framework section.

Financial crime risks are identified and reported through continuous risk management and regular reporting to the Financial Crime Oversight Committee and other risk governance committees (including the Board Risk Committees). Quantitative and qualitative data is reviewed and assessed to measure whether financial crime risk is within appetite.

Mitigation

Mitigation for financial crime risk is in line with the approach outlined in the Risk management framework section.

Through the financial crime framework, relevant policies, systems, processes and controls are used to mitigate and manage financial crime risk. This includes the use of dedicated screening and monitoring systems and controls to identify people, organisations, transactions and behaviours that may require further investigation or other actions. Centralised expertise is available to detect and disrupt threats to NatWest Group and its customers.

Intelligence is shared with law enforcement, regulators and government bodies to strengthen national and international defences against those who would misuse the financial system for criminal motives.


NatWest Group Annual Report on Form 20-F 2025	142

Model risk

Definition

Model risk is the potential for adverse consequences from model errors or the inappropriate use of modelled outputs to inform business decisions. NatWest Group defines a model as a quantitative method, system, or approach that applies statistical, economic, financial, accounting, mathematical or data science theories, techniques and assumptions to process input data into estimates.

Sources of risk

NatWest Group uses a variety of models in the course of its business activities. Examples include the use of model outputs to support customer decisioning, measuring and assessing risk exposures (including credit, market, and climate risk), calculating regulatory capital and liquidity requirements and automation of operational processes.

Model applications may give rise to different risks depending on the business in which they are used. Model risk is therefore assessed separately for each franchise in addition to the overall assessment made for NatWest Group.

Key developments in 2025

●	Continued with a programme of work to implement model risk management (MRM) framework changes that were introduced in 2024 in response to PRA’s Supervisory Statement 1/23 across the model landscape.
●	Introduced further updates to the MRM framework to address feedback received from the PRA following their industry-wide thematic review of MRM and further improve model risk management practices.
---	---
●	Deterministic quantitative methods, which are complex and material calculators that although not technically models still present similar risks, were brought in scope of the MRM framework.
---	---
●	Enhanced the framework for the independent validation of models.
---	---
●	Delivered model inventory design changes to support implementation of MRM framework enhancements, including a focus on recording of model use, which has enabled better oversight and risk management of models.
---	---
●	Continued focus on improving the completeness and accuracy of model risk data contained within the inventory through enhanced oversight metrics and targeted remediation work.
---	---

G overnance

Risk governance for model risk is in line with the approach outlined in the Risk management framework section. A governance framework is in place to ensure policies and processes relating to models are appropriate and effective. Two roles are key to this – model risk owners and model validation leads. Model risk owners are responsible for model approval and ongoing performance monitoring. Model validation leads, in the second line of defence, are responsible for oversight, including ensuring that models are independently validated prior to use and on an ongoing basis aligned to the model’s tier.

Business and function model management committees are used to govern key model risk matters and escalate to senior management where required.

Risk appetite

Risk appetite for model risk is in line with the approach outlined in the Risk management framework section.


NatWest Group Annual Report on Form 20-F 2025	143

Model risk continued

Measurement and monitoring

Model risk is measured and managed through continuous assessment and regular reporting to NatWest Group’s senior risk committees and at Board level.

Policies, toolkits and model standards related to the development, validation, approval, implementation, use and ongoing monitoring of models are in place to ensure adequate control across the lifecycle of an individual model.

All models developed for use are assigned a model tier, based on the model’s materiality and complexity. Risk based model tiering is used to prioritise risk management activities throughout the model lifecycle, and to identify and classify those models which pose the highest risk to NatWest Group’s business activities, safety and/or soundness.

Validation of material models is conducted by an independent risk function comprising of skilled, well-informed subject matter experts. This is completed for new models or material amendments to existing models and as part of an ongoing periodic programme to assess model performance. The frequency of periodic revalidation is aligned to the tier of the model. The independent validation focuses on a variety of model features, including model inputs, model processing, model outputs, the implementation of the model and the quality of the ongoing performance monitoring. Independent validation also focuses on the quality and accuracy of the development documentation and the model’s compliance with regulation.

The model materiality combined with the validation rating provides the basis for model risk appetite measures and enables model risk to be robustly monitored and managed across NatWest Group.

Ongoing performance monitoring is conducted by model owners and overseen by the model validators to ensure parameter estimates and model constructs remain fit for purpose, model assumptions remain valid and that models are being used consistently with their intended purpose. This allows timely action to be taken to remediate poor model performance and/or any control gaps or weaknesses.

M itigation

By their nature – as approximations of reality – model risk is inherent in the use of models. It is managed by refining or redeveloping models where appropriate – due to changes in market conditions, business assumptions or processes – and by applying adjustments to model outputs (either quantitative or based on expert opinion). Enhancements may also be made to the process within which the model output is used in order to further limit risk levels.


NatWest Group Annual Report on Form 20-F 2025	144

Reputational risk

Definition

Reputational risk is the risk of damage to stakeholder trust due to negative consequences arising from internal actions or external events.

Sources of risk

The three primary drivers of reputational risk are: failure in internal risk management systems, processes or culture; NatWest Group’s actions materially conflicting with stakeholder expectations; and contagion (when NatWest Group’s reputation is damaged by failures in key sectors including NatWest Group’s supply chain or other partnerships).

Key developments in 2025

●	Enhancements were made to expand the requirements of the reputational risk policy to suppliers and third parties.
●	The environmental, social and ethical (ESE)^(1)^ animal welfare, mining and metals and forestry, fisheries and agribusiness risk acceptance criteria were reviewed and updated in line with strategic objectives.
---	---

Governance

Risk governance for reputational risk is in line with the approach outlined in the Risk management framework section.

A reputational risk policy supports reputational risk management across NatWest Group. Reputational risk registers are used to manage reputational risks identified within relevant business areas. These are reported to the relevant business executive risk committee.

Material reputational risks to NatWest Group are escalated via the NatWest Group reputational risk register which is reported at every meeting of the Group Reputational Risk Committee. The Group Reputational Risk Committee also opines on matters that represent material reputational risks. The Executive and Board Risk Committees oversee the identification and reporting of reputational risk.

Risk appetite

Risk appetite for reputational risk is in line with the approach outlined in the Risk management framework section.

Reputational risk appetite is approved by the Board. NatWest Group manages and articulates its appetite for reputational risk through a qualitative reputational risk appetite statement and associated quantitative measures.

The risk appetite statements and associated measures for reputational risk are reviewed at least annually by the Board on the Board Risk Committee’s recommendation to ensure they remain appropriate and aligned to strategy.

NatWest Group seeks to identify, measure and manage risk aligned to stakeholder trust. However, reputational risk is inherent in NatWest Group’s operating environment and public trust is a specific factor in setting reputational risk appetite.

Monitoring and measurement

Relevant internal and external factors are monitored through regular reporting via reputational risk registers at business or legal entity level. They are escalated, where appropriate, to the relevant business risk committee and, where material, to the Group Reputational Risk Committee.

Additional principal risk indicators for material risks being monitored are also reported to the Group Reputational Risk Committee and to the Executive and Board Risk Committees.

Mitigation

Standards of conduct are in place across NatWest Group requiring strict adherence to policies, procedures and ways of working to ensure business is transacted in a way that meets – or exceeds – stakeholder expectations.

External events that could cause reputational damage are identified and mitigated through NatWest Group’s top and emerging risks process (where sufficiently material) as well as through the NatWest Group and business-level reputational risk registers.

(1) From 1 January 2026, the name of the ESE risk framework was updated to the Environmental and Social Risk Framework. This change better reflects the framework’s underlying methodology which focuses on a risk-based approach aligned to organisational risk appetite, rather than values-based judgements.


NatWest Group Annual Report on Form 20-F 2025	145

Financial statements


	Page
Independent auditor’s report (PCAOB number: 1438)	147
Consolidated income statement for the year ended 31 December 2025	152
Consolidated statement of comprehensive income for the year ended 31 December 2025	153
Consolidated balance sheet as at 31 December 2025	154
Consolidated statement of changes in equity for the year ended 31 December 2025	155
Consolidated cash flow statement for the year ended 31 December 2025	158
Accounting policies	159
Notes to the consolidated financial statements	169
1 Net interest income	169
2 Non-interest income	170
3 Operating expenses	171
4 Segmental analysis	175
5 Pensions	181
6 Auditor’s remuneration	188
7 Tax	189
8 Earnings per share	193
9 Financial instruments – classification	194
10 Financial instruments – valuation	198
11 Financial instruments – maturity analysis	211
12 Trading assets and liabilities	214
13 Derivatives	215
14 Loan impairment provisions	222
15 Other financial assets	224
16 Intangible assets	225
17 Other assets	226
18 Other financial liabilities	226
19 Subordinated liabilities	227
20 Other liabilities	228
21 Share capital and other equity	229
22 Structured entities	232
23 Asset transfers	234
24 Capital resources	235
25 Memorandum items	236
26 Non-cash and other items	244
27 Analysis of the net investment in business interests and intangible assets	245
28 Analysis of changes in financing during the year	245
29 Analysis of cash and cash equivalents	246
30 Directors’ and key management remuneration	246
31 Transactions with directors and key management	247
32 Related parties	247
33 Post balance sheet events	249


NatWest Group Annual Report on Form 20-F 2025	146

Report of Independent Registered Public Accounting Firm ****

To the Shareholders and the Board of Directors of NatWest Group plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NatWest Group plc (the “Group”) as of 31 December 2025 and 2024, the related consolidated income statements, statements of comprehensive income, statements of changes in equity and cash flow statements for each of the three years in the period ended 31 December 2025, the related notes 1 to 33, and the information identified as audited in the Risk and capital management section (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at 31 December 2025 and 2024, and the results of its operations and its cash flows for each of the three years ended in the period 31 December 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of 31 December 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated 17 February 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


NatWest Group Annual Report on Form 20-F 2025	147

Report of Independent Registered Public Accounting Firm continued

Estimate of expected credit loss provisions

Description of the matter

How We Addressed the Matter in Our Audit

At 31 December 2025, the Group reported total gross loans – amortised cost and FVOCI of £429.9 billion and associated £3.6 billion of expected credit losses (“ECL”). As explained more fully in the Accounting policies, the credit risk section of the Risk and capital management section and Note 14 to the consolidated financial statements, ECL is recognised for financial instruments classified as amortised cost or fair value through other comprehensive income. Performing assets are measured at either (i) 12-month ECL (“Stage 1”) or (ii) for those assets that are considered to have a significant increase in credit risk (“SICR”), lifetime ECL (“Stage 2”). Defaulted assets (“Stage 3”) are also measured at lifetime ECL. Auditing the ECL estimate was complex due to the judgemental methods used to estimate the ECL, including: accounting interpretations, modelling assumptions and the selection and use of the data used to build and run modelled estimates of Probability of Default (“PD”), Loss Given Default (“LGD”) and Exposure at Default (“EAD”); how to allocate assets between the stages; multiple economic scenarios incorporated in the models; post-model adjustments applied; and the recovery and timing assumptions for individually provided Stage 3 ECLs. The ongoing impact of the uncertain geopolitical and economic outlook led to increased judgements applied in these areas.

We evaluated the design and tested the operating effectiveness of controls over the ECL process, including those over the judgements and estimates noted above. The controls we tested included, amongst others, controls over monitoring of the criteria used to allocate assets into stages, model governance, credit monitoring, individual provisions and the governance over the review of the overall ECL, including the application of model adjustments. To test the ECL provision, amongst other procedures, we performed an overall assessment of the ECL provision levels by stage to assess if they were reasonable by considering the overall credit quality of the Group’s portfolios, risk profile, the current geopolitical and macroeconomic environment, and the industries to which the Group is exposed, as well as performing peer benchmarking, where available, to assess overall staging and provision coverage levels. We evaluated the criteria used to allocate a financial asset to Stage 1, 2 or 3 in accordance with IFRS 9, recalculated the staging of the complete population of assets, and performed sensitivity analyses to assess the impact of different criteria on the ECL and the impact of performing collective staging downgrades to industries, geographic regions and high-risk populations particularly impacted by recent economic conditions. We selected a sample of ECL models based on both quantitative and qualitative factors, and involved our modelling specialists to test the assumptions, inputs, methodology and model build. This included a combination of assessing model design and formulae, alternative modelling techniques, the implementation of new models and recalculating the PD, LGD and EAD during the year. We also considered the results of the Group’s internal model monitoring and validation results. To evaluate the completeness and accuracy of data used in the ECL calculation, we agreed a sample of data points to source systems, including data used to run the models and historic loss data used to monitor the models. We involved our economic specialists to assist us in evaluating the base case and alternative economic scenarios, including evaluating probability weights and considering contrary evidence from external sources. We tested a sample of post model adjustments held at year end. This included challenging the identification of retail customers vulnerable to price and rate increases, commercial sub-sectors susceptible to inflation and liquidity challenges, loss given default assumptions, time to collect and model shortcomings. With our modelling specialists, we assessed the risk of bias and the completeness of these adjustments by considering the data, judgements, methodology, sensitivities, and governance of these adjustments. We evaluated and recalculated the scenarios, assumptions and cash flows for a sample of individual provisions including the alternative scenarios and the probability weights assigned, involving our valuation specialists where appropriate. We also evaluated the adequacy of the related disclosures provided in the consolidated financial statements.


NatWest Group Annual Report on Form 20-F 2025	148

Report of Independent Registered Public Accounting Firm continued

Valuation of financial instruments with higher risk characteristics

Description of the Matter

How We Addressed the Matter in Our Audit

At 31 December 2025, the Group reported level 3 financial assets of £1.3 billion and level 3 financial liabilities of £0.3 billion, which includes financial instruments with higher risk characteristics. Auditing management’s judgements and assumptions used in the estimation of the fair value of these instruments was complex due to the judgemental nature of valuation techniques, modelling assumptions, significant illiquid inputs and certain valuation adjustments. Complex models were used to value exotic features in certain interest rate swaps and options. Judgemental unobservable inputs included discount rates associated with derivatives with complex collateral arrangements and illiquid loans. Judgemental fair value adjustments included Funding Valuation Adjustments (FVA), Credit Valuation Adjustments (CVA), and material product and deal specific adjustments on long-dated derivative portfolios.

We evaluated the design and tested the operating effectiveness of controls relating to financial instrument valuation, which included controls over the Group's independent price verification process, valuation models governance, collateral management, and income statement analysis. Amongst other procedures, we involved our financial instrument valuation and modelling specialists to assist us in testing complex model-dependent valuations by performing independent revaluations to assess the appropriateness of models and the adequacy of both assumptions and inputs. We also independently re-priced a sample of instruments that were valued using illiquid pricing inputs, using alternative pricing sources, where available, to evaluate management’s valuation. In addition, we compared fair value adjustment methodologies against current market practice. With the assistance of our financial instrument valuation and modelling specialists, we revalued a sample of counterparty level FVAs and CVAs, comparing funding spreads to third party data and independently assessed illiquid CVA inputs. We also tested material product and deal specific adjustments on long-dated derivative portfolios and assessed other information, including trading activity, asset disposals and collateral discrepancies, to evaluate modelling assumptions and inputs.


NatWest Group Annual Report on Form 20-F 2025	149

Report of Independent Registered Public Accounting Firm continued

Valuation of hard to value pension assets and the defined benefit obligation

Description of the Matter

How We Addressed the Matter in Our Audit

At 31 December 2025, the Group reported a net pension asset of £156 million comprising £234 million of schemes in surplus and £78 million of schemes in deficit. As explained in the accounting policies and Note 5 to the consolidated financial statements, the defined benefit obligation is measured on an actuarial basis. The charge to the income statement for pension costs is recognised in operating expenses. Gains and losses are recognised in other comprehensive income in full in the period in which they arise. Auditing the pension plan was complex due to the judgemental nature of the assumptions used in the estimation of the fair value of the schemes’ illiquid assets and the defined benefit obligation. These assumptions included, the discount rate, inflation, pension payment and longevity used in the valuation of retirement benefit liabilities. The estimation of the fair value of the pension schemes’ assets was complex due to the judgemental nature of the assumptions and calibrations for illiquid or complex model-dependent valuations of certain investments held by the pension schemes.

We evaluated the design and tested the operating effectiveness of controls over the process covering the valuation of the defined benefit obligation and hard to value assets. For example, we tested controls over management’s review of the actuarial assumptions used in developing the defined benefit obligation. To test the defined benefit obligation, we involved our actuarial specialists to assist in evaluating the actuarial assumptions as discussed above by comparing them to ranges independently developed from third party sources and market data. With the assistance of our specialists, we assessed the impact on pension liabilities due to changes in financial and longevity assumptions over the year, by comparing to third-party sources and market data. We tested the fair value of scheme assets by independently calculating the fair value for a sample of the assets held. We involved our valuation specialists to assess the appropriateness of management’s valuation methodology including the judgements made in determining significant assumptions used in the valuation of complex and illiquid pension assets including the buy-in insurance contracts and the resultant impact of these buy-in transactions on the financial statements. We independently re-priced illiquid and complex assets that had been valued using unobservable market inputs, using alternative pricing sources where available, to evaluate management’s valuations. We also evaluated the adequacy of the related disclosures provided in the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Group’s auditors since 2016.

London, United Kingdom

17 February 2026


NatWest Group Annual Report on Form 20-F 2025	150

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of NatWest Group plc

Opinion on Internal Control over Financial Reporting

We have audited NatWest Group plc and subsidiaries’ (the “Group”) internal control over financial reporting as of 31 December 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 framework”) (the COSO criteria). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Group as of 31 December 2025 and 2024, the related consolidated income statements, statements of comprehensive income, statements of changes in equity and cash flow statements for each of the three years in the period ended 31 December 2025, the related Accounting policies and Notes 1 to 33, and the information identified as audited in the Risk and capital management section (collectively referred to as the “consolidated financial statements”), and our report dated 17 February 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

We have served as the Group’s auditors since 2016.

London, United Kingdom

17 February 2026


NatWest Group Annual Report on Form 20-F 2025	151

Consolidated income statement

for the year ended 31 December 2025


		2025	2024	2023
	Note	m	m	£m
Interest receivable		25,698	25,187	21,026
Interest payable		(12,869)	(13,912)	(9,977)
Net interest income	1	12,829	11,275	11,049
Fees and commissions receivable		3,247	3,175	2,983
Fees and commissions payable		(733)	(708)	(653)
Trading income		1,112	825	794
Other operating income		186	136	579
Non-interest income	2	3,812	3,428	3,703
Total income		16,641	14,703	14,752
Staff costs		(4,174)	(4,061)	(3,901)
Premises and equipment		(1,291)	(1,211)	(1,153)
Other administrative expenses		(1,643)	(1,819)	(2,008)
Depreciation and amortisation		(1,154)	(1,058)	(934)
Operating expenses	3	(8,262)	(8,149)	(7,996)
Profit before impairment losses		8,379	6,554	6,756
Impairment losses	14	(671)	(359)	(578)
Operating profit before tax		7,708	6,195	6,178
Tax charge	7	(1,874)	(1,465)	(1,434)
Profit from continuing operations		5,834	4,730	4,744
Profit/(loss) from discontinued operations, net of tax		—	81	(112)
Profit for the year		5,834	4,811	4,632

Attributable to:
Ordinary shareholders		5,479	4,519	4,394
Paid-in equity holders		352	283	242
Non-controlling interests		3	9	(4)
		5,834	4,811	4,632


Earnings per ordinary share - continuing operations	8	68.0p	52.5p	49.2p
Earnings per ordinary share - discontinued operations	8	—	1.0p	(1.2p)
Total earnings per share attributable to ordinary shareholders - basic (1)	8	68.0p	53.5p	47.9p
Earnings per ordinary share - diluted continuing operations	8	67.4p	52.1p	48.9p
Earnings per ordinary share - diluted discontinued operations	8	—	1.0p	(1.2p)
Total earnings per share attributable to ordinary shareholders - diluted	8	67.4p	53.1p	47.7p

All values are in British Pounds.

(1)	In 2023, the unrounded Total earnings per share attributable to ordinary shareholders – basic is 47.948p. The unrounded Earnings per ordinary share – continuing operations was 49.170p. The unrounded Earnings per ordinary share – discontinued operations was (1.222p).


NatWest Group Annual Report on Form 20-F 2025	152

Consolidated statement of comprehensive income

for the year ended 31 December 2025


	2025	2024	2023
	m	m	£m
Profit for the year	5,834	4,811	4,632
Items that do not qualify for reclassification
Remeasurement of retirement benefit schemes	31	(166)	(280)
Changes in fair value of credit in financial liabilities designated at fair value through profit or loss<br>(FVTPL) due to changes in credit risk	(17)	(33)	(39)
FVOCI financial assets	40	6	17
Tax	(16)	59	79
	38	(134)	(223)

Items that do qualify for reclassification
FVOCI financial assets	142	(25)	49
Cash flow hedges (1)	968	622	1,208
Currency translation	(13)	5	(619)
Tax	(297)	(178)	(361)
	800	424	277
Other comprehensive income after tax	838	290	54
Total comprehensive income for the year	6,672	5,101	4,686

Attributable to:
Ordinary shareholders	6,317	4,809	4,448
Paid-in equity holders	352	283	242
Non-controlling interests	3	9	(4)
	6,672	5,101	4,686

All values are in British Pounds.

(1)	Refer to footnotes 4 and 5 of the Consolidated statement of changes in equity.


NatWest Group Annual Report on Form 20-F 2025	153

Consolidated balance sheet

as at 31 December 2025


		2025	2024
	Note	m	£m
Assets
Cash and balances at central banks	9	85,182	92,994
Trading assets	12	46,537	48,917
Derivatives	13	60,789	78,406
Settlement balances		645	2,085
Loans to banks - amortised cost	9	6,958	6,030
Loans to customers - amortised cost	9	418,881	400,326
Securities subject to repurchase agreements		19,854	13,555
Other financial assets excluding securities subject to repurchase agreements		59,916	49,688
Other financial assets	15	79,770	63,243
Intangible assets	16	7,292	7,588
Other assets	17	8,499	8,396
Total assets		714,553	707,985

Liabilities
Bank deposits	9	44,092	31,452
Customer deposits	9	442,998	433,490
Settlement balances		942	1,729
Trading liabilities	12	49,022	54,714
Derivatives	13	53,974	72,082
Other financial liabilities	18	67,599	61,087
Subordinated liabilities	19	6,123	6,136
Notes in circulation		3,164	3,316
Other liabilities	20	4,026	4,601
Total liabilities		671,940	668,607

Ordinary shareholders' interests		38,028	34,070
Other owners’ interests		4,571	5,280
Owners’ equity	21	42,599	39,350
Non-controlling interests		14	28
Total equity		42,613	39,378

Total liabilities and equity		714,553	707,985

All values are in British Pounds.

The accounts were approved by the Board of directors on 12 February 2026 and signed on its behalf by:

Richard Haythornthwaite		John-Paul Thwaite		Katie Murray		NatWest Group plc
Chair		Group Chief Executive Officer		Group Chief Financial Officer		Registered No. SC45551


NatWest Group Annual Report on Form 20-F 2025	154

Consolidated statement of changes in equity

for the year ended 31 December 2025


									Other reserves
	Share				Other												Total		Non
	capital and		Paid-in		statutory		Retained				Cash flow		Foreign				owners'		controlling		Total
	share premium		equity		reserves (3)		earnings		Fair value		hedging (4,5)		exchange		Merger		equity		interests		equity
	£m		£m		£m		£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2025	10,133		5,280		2,350		11,426		(103)		(1,443)		826		10,881		39,350		28		39,378
Profit attributable to ordinary shareholders and other equity owners							5,831										5,831		3		5,834

Other comprehensive income
Realised gains on FVOCI equity shares							25		(25)								—	****		****	—
Remeasurement of retirement benefit schemes							31										31				31
Changes in fair value of credit in financial liabilities designated at FVTPL due to own credit risk							(17)										(17)	****		****	(17)
Unrealised gains									174								174				174
Amounts recognised in equity											69						69				69
Retranslation of net assets													51				51				51
Losses on hedges of net assets													(92)				(92)				(92)
Reclassification of OCI to Income statement									8		899		28				935	****		****	935
Tax							(15)		(41)		(277)		20				(313)				(313)
Total comprehensive income							5,855		116		691		7		—		6,669	****	3	****	6,672

Transactions with owners
Ordinary share dividends paid							(2,018)										(2,018)	****	(6)	****	(2,024)
Redemption of paid-in equity			(1,957)				(22)										(1,979)				(1,979)
Paid-in equity dividends paid							(352)										(352)				(352)
Shares repurchased (1)	(112)				112		(579)										(579)				(579)
Paid-in equity issued (2)			1,248														1,248				1,248
Purchase of non-controlling interest							(10)										(10)		(11)		(21)
Employee share schemes							88										88				88
Shares vested under employee share schemes					151												151				151
Share-based remuneration							31										31				31
At 31 December 2025	10,021		4,571		2,613		14,419		13		(752)		833		10,881		42,599		14		42,613

For the notes to this table refer to page 157.


NatWest Group Annual Report on Form 20-F 2025	155

Consolidated statement of changes in equity continued


					Other reserves
	Share		Other						Total	Non
	capital and	Paid-in	statutory	Retained		Cash flow	Foreign		owners'	controlling	Total
	share premium	equity	reserves (3)	earnings	Fair value	hedging (4,5)	exchange	Merger	equity	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	10,844	3,890	2,004	10,645	(49)	(1,899)	841	10,881	37,157	31	37,188
Profit attributable to ordinary shareholders and other equity owners
- continuing operations				4,721					4,721	9	4,730
- discontinued operations				81					81		81

Other comprehensive income
Realised gains on FVOCI equity shares				54	(54)				—		—
Remeasurement of retirement benefit schemes				(166)					(166)		(166)
Changes in fair value of credit in financial liabilities designated at FVTPL due to own credit risk				(33)					(33)		(33)
Unrealised losses					(40)				(40)		(40)
Amounts recognised in equity						(872)			(872)		(872)
Retranslation of net assets							(194)		(194)		(194)
Gains on hedges of net assets							122		122		122
Reclassification of OCI to Income statement					21	1,494	77		1,592		1,592
Tax				48	19	(166)	(20)		(119)		(119)
Total comprehensive income				4,705	(54)	456	(15)	—	5,092	9	5,101

Transactions with owners
Ordinary share dividends paid				(1,505)					(1,505)	(12)	(1,517)
Paid-in equity dividends paid				(283)					(283)		(283)
Shares repurchased (1,6)	(711)		711	(2,176)					(2,176)		(2,176)
Paid-in equity issued (2)		1,390							1,390		1,390
Employee share schemes				17					17		17
Shares vested under employee share schemes			175						175		175
Share-based remuneration				23					23		23
Own shares acquired			(540)						(540)		(540)
At 31 December 2024	10,133	5,280	2,350	11,426	(103)	(1,443)	826	10,881	39,350	28	39,378

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	156

Consolidated statement of changes in equity continued


					Other reserves
	Share		Other						Total	Non
	capital and	Paid-in	statutory	Retained		Cash flow	Foreign		owners'	controlling	Total
	share premium	equity	reserves (3)	earnings	Fair value	hedging (4,5)	exchange	Merger	equity	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2023	11,700	3,890	1,393	10,019	(102)	(2,771)	1,478	10,881	36,488	8	36,496
Profit/(loss) attributable to ordinary shareholders and other equity owners
- continuing operations				4,748					4,748	(4)	4,744
- discontinued operations				(112)					(112)		(112)

Other comprehensive income
Realised gains on FVOCI equity shares				1	(1)				—		—
Remeasurement of retirement benefit schemes				(280)					(280)		(280)
Changes in fair value of credit in financial liabilities designated at FVTPL due to own credit risk				(39)					(39)		(39)
Unrealised gains					22				22		22
Amounts recognised in equity						187			187		187
Retranslation of net assets							(239)		(239)		(239)
Gains on hedges of net assets							107		107		107
Reclassification of OCI to Income statement					44	1,021	(487)		578		578
Tax				84	(12)	(336)	(18)		(282)		(282)
Total comprehensive income				4,402	53	872	(637)	—	4,690	(4)	4,686

Transactions with owners
Ordinary share dividends paid				(1,456)					(1,456)	(5)	(1,461)
Paid-in equity dividends paid				(242)					(242)		(242)
Shares repurchased (1)	(856)		856	(2,057)					(2,057)		(2,057)
Employee share schemes				14					14		14
Shares vested under employee share schemes			114						114		114
Share-based remuneration				(35)					(35)		(35)
Own shares acquired			(359)						(359)		(359)
Acquisition of subsidiary										32	32
At 31 December 2023	10,844	3,890	2,004	10,645	(49)	(1,899)	841	10,881	37,157	31	37,188

(1)	As part of the On Market Share Buyback Programmes NatWest Group plc repurchased and cancelled 105.5 million shares (2024 – 173.3 million, 2023 – 460.3 million, of which 2.3 million were settled in January 2024) of which 1.4 million shares were settled in January 2026. The total consideration for these shares excluding fees was £586.3 million (2024 - £450.9 million, 2023 - £1,151.7 million of which 4.9 million shares were settled in January 2024) of which 9 million was settled in January 2026. The nominal value of the share cancellations was transferred to the capital redemption reserve.
(2)	Net of issuance fees of £2.8 million (2024 – £2.4 million), and the associated tax credit of £0.7 million (2024 –£0.7 million).
---	---
(3)	Other statutory reserves consists of Capital redemption reserve of £3,330 million (2024 - £3,218 million, 2023 - £2,507 million) and Own shares held reserve of £717 million (2024 - £868 million, 2023 - £503 million).
---	---
(4)	The change in the cash flow hedging reserve is driven by realised accrued interest transferred to the income statement and a decrease in swap rates in the year, where the portfolio of swaps are net receive fixed from an interest rate risk perspective.
---	---
(5)	The amount transferred from equity to the income statement is mostly recorded within net interest income mainly within loans to banks and customers – amortised costs, balances at central banks, bank deposits and customer deposits. Refer to Note 13.
---	---
(6)	In June 2024, there was an agreement to buy 392.4 million ordinary shares of the Company from His Majesty’s Treasury (HM Treasury) at 316.2 pence per share for total consideration of £1.2 billion. NatWest Group cancelled 222.4 million of the purchased ordinary shares, amounting to £706.9 million excluding fees and held the remaining 170.0 million shares as Own Shares Held, amounting to £540.2 million excluding fees. The nominal value of the share cancellation was transferred to the capital redemption reserve. There were no repurchases in 2025.
---	---


NatWest Group Annual Report on Form 20-F 2025	157

Consolidated cash flow statement

for the year ended 31 December 2025


		2025	2024	2023
	Note	m	m	£m
Cash flows from operating activities
Operating profit before tax from continuing operations		7,708	6,195	6,178
Operating profit/(loss) before tax from discontinued operations		—	81	(112)

Adjustments for:
Non-cash and other items	26	184	4,365	3,208
Change in operating assets and liabilities	26	972	(7,267)	(25,679)
Income taxes paid		(1,792)	(1,602)	(1,033)
Net cash flows from operating activities (1,2)		7,072	1,772	(17,438)

Cash flows from investing activities
Sale and maturity of other financial assets		46,754	41,618	25,195
Purchase of other financial assets		(62,033)	(53,961)	(44,906)
Income received on other financial assets		2,487	1,829	1,099
Net movement in business interests and intangible assets	27	(368)	(1,919)	4,601
Sale of property, plant and equipment		60	198	128
Purchase of property, plant and equipment		(665)	(464)	(811)
Net cash flows from investing activities		(13,765)	(12,699)	(14,694)

Cash flows from financing activities
Issue of paid-in equity		1,248	1,390	—
Redemption of paid-in equity		(1,979)	—	—
Issue of subordinated liabilities		828	1,386	611
Redemption of subordinated liabilities		(1,000)	(999)	(1,250)
Interest paid on subordinated liabilities		(267)	(459)	(439)
Issue of MRELs		4,864	5,051	3,973
Maturity and redemption of MRELs		(3,177)	(2,854)	(4,236)
Interest paid on MRELs		(1,035)	(885)	(844)
Purchase of non - controlling interest		(21)	—	—
Shares repurchased		(579)	(2,716)	(2,416)
Dividends paid		(2,376)	(1,800)	(1,703)
Net cash flows from financing activities		(3,494)	(1,886)	(6,304)

Effects of exchange rate changes on cash and cash equivalents		775	(1,166)	(1,189)

Net decrease in cash and cash equivalents		(9,412)	(13,979)	(39,625)
Cash and cash equivalents at 1 January		104,845	118,824	158,449
Cash and cash equivalents at 31 December	29	95,433	104,845	118,824

All values are in British Pounds.

(1)	Includes interest received of £25,401 million (2024 - £24,996 million, 2023 - £20,345 million) and interest paid of £13,028 million (2024 - £13,689 million, 2023 - £8,871 million).
(2)	The total cash outflow for leases is £94 million (2024 - £95 million; 2023 - £122 million), including payment of principal amount of £77 million (2024 - £79 million, 2023 - £102 million) which are included in the operating activities.
---	---


NatWest Group Annual Report on Form 20-F 2025	158

Accounting policies

This section includes the basis of preparation and critical and material accounting policies used to prepare the financial statements. Our accounting policies are the specific principles, bases, conventions, rules, and practices we apply in preparing and presenting the financial statements. Further information is provided where judgement and estimation is applied to critical accounting policies and key sources of estimation uncertainty. Future accounting developments details new and amendments to existing accounting standards, their effective date, and our assessment of their impact on future financial statements.

1. Presentation of financial statements

NatWest Group plc is incorporated in the UK and registered in Scotland. The financial statements are presented in the functional currency, pounds sterling.

The audited financial statements include these accounting policies, the accompanying notes to the financial statements on pages 169 to 249 and the audited sections of the Risk and capital management section on pages 29 to 145 which together from an integral part of the primary financial statements.

The directors have prepared the financial statements on a going concern basis after assessing the principal risks, forecasts, projections and other relevant evidence over the twelve months from the date the financial statements are approved (see the Report of the directors) and in accordance with UK - adopted International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The critical and material accounting policies and related judgements are set out below.

The financial statements are presented on an historical cost basis except for certain financial instruments which are stated at fair value.

The effect of the amendments to IFRS Accounting Standards effective from 1 January 2025 on our financial statements was immaterial.

We have applied the exception from the accounting requirements for deferred taxes in IAS 12 Income taxes in respect of Pillar 2 income taxes issued by the IASB in May 2023. Accordingly, we have not recognised or disclosed information about deferred tax assets and liabilities related to Pillar 2 income taxes.

Our consolidated financial statements incorporate the results of NatWest Group plc and the entities it controls. Control arises when we have the power to direct the activities of an entity so as to affect the return from the entity. Control is assessed by reference to our ability to enforce our will on the other entity, typically through voting rights. The consolidated financial statements are prepared under consistent accounting policies.

A subsidiary is included in the consolidated financial statements at fair value on acquisition from the date it is controlled by us until the date we cease to control it through a sale or a significant change in circumstances.

Changes in our interest in a subsidiary that do not result in us ceasing to control that subsidiary are accounted for as equity transactions.

We apply accounting for associates and joint arrangements to entities where we have significant influence, but not control, over the operating and financial policies. We assess significant influence by reference to a presumption of voting rights of more than 20%, but less than 50%, supplemented by a qualitative assessment of substantive rights which include representation at the Board of Directors and significant exchange of managerial personnel or technology amongst others.

Investments in associates and joint ventures are recorded upon initial recognition at cost and increased or decreased each period by the share of the subsequent levels of profit or loss. Other changes in equity are considered in line with their nature.

The judgements and assumptions involved in our accounting policies that are considered by the Board to be the most important to the portrayal of its financial condition are noted below. The use of estimates, assumptions or models that differ from those adopted by us would affect our reported results.


NatWest Group Annual Report on Form 20-F 2025	159

Accounting policies continued How Climate risk affects our accounting judgements and estimates

Business planning

Key financial estimates are based on management's latest five-year revenue and cost forecasts. The outputs from this forecast affect forward-looking accounting estimates. Measurement of deferred tax and expected credit losses are highly sensitive to reasonably possible changes in those anticipated conditions. In 2024, our scenario planning was enhanced by the further integration of NatWest Group’s climate transition plan, including the assessment of climate - related risks and opportunities.

In 2025, our scenario planning was enhanced by the further integration of NatWest Group’s climate transition plan, including the assessment of climate-related risks and opportunities.

●	Our climate transition plan includes an assessment of:
o	Changes in products, services and business operations to support customer transition towards net zero.
---	---
o	Financial impacts of supporting customer transition, including investment required. The linkage between our financial plan and our climate transition plan will continue to be developed and refreshed annually as part of the financial planning cycle.
---	---
o	The impact of UK Government policies. To estimate the impact of current UK Government policy on our climate transition plan, we developed a progress-adjusted scenario. We use the UK CCC’s Seventh Carbon Budget Report’s sectoral balanced pathways and apply estimated time delays based on the credibility assessment of policies from the UK CCC’s June 2025 Progress Report.
---	---

There remains considerable uncertainty in the climate policy environment, shaped by geopolitical developments and wider uncertainty over how the climate will evolve and how and when governments, regulators, businesses, investors and customers will respond.

Information used in other accounting estimates

We make use of reasonable and supportable information to make accounting judgements and estimates. This includes information about the observable effects of the physical and transition risks of climate change on the current creditworthiness of borrowers, asset values and market indicators. Many of the effects arising from climate change will be longer term in nature, with an inherent level of uncertainty, and have limited effect on accounting judgements and estimates for the current period. Some physical and transition risks can manifest in the shorter term. The following items represent the most significant effects:

●	The classification of financial instruments linked to climate, or other sustainability indicators. Consideration is given to whether the effect of climate - related terms prevent the instrument cashflows being solely payments of principal and interest.
●	The use of market indicators as inputs to fair value is assumed to include current information and knowledge regarding the effect of climate risk.
---	---

Effect of climate change in the estimation of expected credit loss

We are monitoring the effect of the physical and transition consequences of climate change on our experience of loan loss. We use available information regarding the effect of climate transition policy largely driven by carbon prices as an adjustment to macroeconomic factors that are used as inputs to the models that generate PD and LGD outcomes, which are key inputs to the ECL calculation. The determination of whether specific loss drivers and climate events generate specific losses is ongoing and is necessary to determine how sensitive changes in ECL could be to climate inputs.

Future cashflows are discounted, so long-dated cashflows are less likely to affect current expectations on credit loss. Our assessment of sector - specific risks, and whether additional adjustments are required, includes expectations of the ability of those sectors to meet their financing needs in the market. Changes in credit stewardship and credit risk appetite that stem from climate transition policies may directly affect our positions.


NatWest Group Annual Report on Form 20-F 2025	160

Accounting policies continued 2. Critical accounting policies

The judgements and assumptions involved in our accounting policies that are considered by the Board to be the most important to the portrayal of our financial condition are noted below. The use of estimates, assumptions or models that differ from those adopted by us would affect our reported results. Management’s consideration of uncertainty is outlined in the relevant sections, including the ECL estimate in the Risk and capital management section.

Information used for significant estimate

Policy	Judgement	Estimate	Further information
Deferred tax	Determination of whether sufficient sustainable taxable profits will be generated in future years to recover the deferred tax asset.	Our estimates are based on the five - year revenue and cost forecasts (which include inherent uncertainties).	Note 7
Fair value – financial instruments	Classification of a fair value instrument as level 3, where the valuation is driven by unobservable inputs.	Estimation of the fair value, where it is reasonably possible to have alternative assumptions in determining the FV.	Note 10
Loan impairment provisions	Definition of default against which to apply PD, LGD and EAD models. Selection of multiple economic scenarios.Criteria for a significant increase in credit risk. Identification of risks not captured by the models.	ECL estimates contain a number of measurement uncertainties (such as the weighting of multiple economic scenarios) and disclosures include sensitivities to show the impact on other reasonably possible scenarios.	Note 14

Changes in judgements and assumptions could result in a material adjustment to those estimates in future reporting periods.

2.1. Deferred tax

Deferred tax is the estimated tax expected to be payable or recoverable in respect of temporary differences between the carrying amount of an asset or liability for accounting purposes and the carrying amount for tax purposes in the future. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent their recovery is probable.

Deferred tax is calculated using tax rates expected to apply in the periods when the assets will be realised or the liabilities settled, based on tax rates and laws enacted, or substantively enacted, at the balance sheet date.

Deferred tax asset recoverability is based on the level of supporting eligible and available deferred tax liabilities we have and of our future taxable profits. These future taxable profits are based on our five-year revenue and cost forecasts and the expectation of long - term economic growth beyond this period. The five-year forecast takes account of management’s current expectations of competitiveness and profitability. The long - term growth rate reflects external indicators which will include market expectations on climate risk. We do not consider any additional adjustments to this indicator.

2.2. Fair value – financial instruments

We measure financial instruments at fair value when they are classified as mandatory fair value through profit or loss; held-for-trading; designated fair value through profit or loss and fair value through other comprehensive income and they are recognised in the financial statements at fair value. All derivatives are measured at fair value.

We manage some portfolios of financial assets and financial liabilities based on our net exposure to either market or credit risk. In these cases, the fair value is derived from the net risk exposure of that portfolio with portfolio level adjustments applied to incorporate bid-offer spreads, counterparty credit risk, and funding costs (refer to ‘Valuation Adjustments’).

Where the market for a financial instrument is not active, fair value is established using a valuation technique. These valuation techniques involve a degree of estimation, the extent of which depends on the instrument’s complexity and the availability of market-based data. The complexity and uncertainty in the financial instrument’s fair value is categorised using the fair value hierarchy.

The use of market indicators as inputs to fair value is assumed to include current information and knowledge regarding the effect of climate risk.


NatWest Group Annual Report on Form 20-F 2025	161

Accounting policies continued 2.3. Loan impairment provisions: expected credit losses (ECL)

At each balance sheet date each financial asset or portfolio of financial assets measured at amortised cost or at fair value through other comprehensive income, issued financial guarantee and loan commitment (other than those classified as held for trading) is assessed for impairment. Any change in impairment is reported in the income statement.

Loss allowances are forward-looking, based on 12-month ECL where there has not been a significant increase in credit risk rating, otherwise allowances are based on lifetime expected losses.

ECL is a probability-weighted estimate of credit losses. The probability is determined by the risk of default which is applied to the cash flow estimates. In the absence of a change in credit rating, allowances are recognised when there is a reduction in the net present value of expected cash flows. Following a significant increase in credit risk, ECL is adjusted from 12 months to lifetime. This will lead to a higher impairment charge.

The measurement of expected credit loss considers the ability of borrowers to make payments as they fall due. Future cashflows are discounted, so long-dated cashflows are less likely to affect current expectations on credit loss. Our assessment of sector specific risks, and whether additional adjustments are required, include expectations of the ability of those sectors to meet their financing needs in the market. Changes in credit stewardship and credit risk appetite that stem from climate transition policies may directly affect our positions.

Judgement is exercised as follows:

●	Non-modelled portfolios – under IFRS 9, there are bespoke treatments for the identification of significant increase in credit risk. Benchmark PDs, EADs and LGDs are reviewed annually for appropriateness. The ECL calculation is based on expected future cash flows, which is typically applied at a portfolio level.
●	Multiple economic scenarios (MES) – the central, or base, scenario is most critical to the ECL calculation, independent of the method used to generate a range of alternative outcomes and their probabilities.
---	---
●	Significant increase in credit risk - IFRS 9 requires that at each reporting date, an entity shall assess whether the credit risk on an account has increased significantly since initial recognition. Part of this assessment requires a comparison to be made between the current lifetime PD (i.e. the current probability of default over the remaining lifetime) with the equivalent lifetime PD as determined at the date of initial recognition.
---	---

On restructuring where a financial asset is not derecognised, the revised cash flows are used in re-estimating the credit loss. Where restructuring causes derecognition of the original financial asset, the fair value of the replacement asset is used as the closing cash flow of the original asset.

Where in the course of the orderly realisation of a loan, it is exchanged for equity shares or property, the exchange is accounted for as the sale of the loan and the acquisition of equity securities or investment property. Where our acquired interest is in equity shares, relevant policies for control, associates and joint ventures apply.

Impaired financial assets are written off and therefore derecognised from the balance sheet when we conclude that there is no longer any realistic prospect of recovery of part, or all, of the loan. For financial assets that are individually assessed for impairment, the timing of the write-off is determined on a case-by-case basis. Such financial assets are reviewed regularly and write-off will be prompted by bankruptcy, insolvency, renegotiation, and similar events.

The typical time frames from initial impairment to write-off for our collectively assessed portfolios are:

●	Retail mortgages: write-off usually occurs within five years, or earlier, when an account is closed, but can be longer where the customer engages constructively;
●	Credit cards: the irrecoverable amount is typically written off after twelve arrears cycles or at four years post default any remaining amounts outstanding are written off;
---	---
●	Overdrafts and other unsecured loans: write-off occurs within six years;
---	---
●	Commercial loans: write-offs are determined in the light of individual circumstances; and uncollateralised impaired business loans are generally written off within five years.
---	---


NatWest Group Annual Report on Form 20-F 2025	162

Accounting policies continued 3. Material accounting policies

3.1. Revenue recognition

Interest receivable and payable are recognised in the income statement using the effective interest rate method for all financial instruments measured at amortised cost; debt instruments measured at fair value through other comprehensive income; and the effective part of any related accounting hedging instruments.

Finance lease income is recognised at a constant periodic rate of return before tax on the net investment on the lease.

Other interest relating to financial instruments measured at fair value is recognised as part of the movement in fair value and is reported in income from trading activities or other operating income as relevant. Fees in respect of services are recognised as the right to consideration accrues through the performance of each distinct service obligation to the customer.

The arrangements are generally contractual and the cost of providing the service is incurred as the service is rendered. The price is usually fixed and always determinable.

3.2. Discontinued operations, held for sale and disposal groups

The results of discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss from discontinued operations, net of tax in the income statement. Comparatives are re - presented for the income statement, cash flow statement, statement of changes in equity and related notes.

An asset or disposal group (assets and liabilities) is classified as held for sale if we will recover its carrying amount principally through a sale transaction rather than through continuing use. It is measured at the lower of its carrying amount or fair value less cost to sell unless the existing measurement provisions of IFRS apply. These are presented as single amounts; comparatives are not re - presented.

3.3. Staff costs

Employee costs, such as salaries, paid absences, and other benefits are recognised over the period in which the employees provide the related services to us.

Employees may receive variable compensation in cash, in deferred cash or debt instruments of NatWest Group or in ordinary shares of NatWest Group plc subject to deferral, clawback and forfeiture criteria. We operate a number of share-based compensation schemes under which we grant awards of NatWest Group plc shares and share options to our employees. Such awards are subject to vesting conditions.

Variable compensation that is settled in cash or debt instruments is charged to the income statement on a straight-line basis over the period during which services are provided, taking account of forfeiture and clawback criteria. The value of employee services received in exchange for NatWest Group plc shares and share options is recognised as an expense over the vesting period, subject to deferral, clawback, cancellation and forfeiture criteria with a corresponding increase in equity. The fair value of shares granted is the market price adjusted for the expected effect of dividends as employees are not entitled to dividends until shares are vested.

The fair value of options granted is determined using option pricing models to estimate the numbers of shares likely to vest. These consider the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors such as the dividend yield.

Defined contribution pension scheme

A scheme where we pay fixed contributions and there is no legal or constructive obligation to pay further contributions or benefits. Contributions are recognised in the income statement as employee service costs accrue.


NatWest Group Annual Report on Form 20-F 2025	163

Accounting policies continued Defined benefit pension scheme

A scheme that defines the benefit an employee will receive on retirement and is dependent on one or more factors such as age, salary, and years of service. The net of the recognisable scheme assets and obligations is reported on the balance sheet in other assets or other liabilities. The defined benefit obligation is measured on an actuarial basis.

The charge to the income statement for pension costs (mainly the service cost and the net interest on the net defined benefit asset or liability) is recognised in operating expenses.

Actuarial gains and losses (i.e. gains and/or losses on remeasuring the net defined benefit asset or liability due to changes in actuarial measurement assumptions) are recognised in other comprehensive income in full in the period in which they arise, and not subject to recycling to the income statement.

The difference between scheme assets and scheme liabilities, the net defined benefit asset or liability, is recognised on the balance sheet if the criteria of the asset ceiling test are met. This requires the net defined benefit surplus to be limited to the present value of any economic benefits available to us in the form of refunds from the plan or reduced contributions to it.

We will recognise a liability where a minimum funding requirement exists for any of our defined benefit pension schemes. This reflects agreed minimum funding and the availability of a net surplus as described above.

We recognise a net defined benefit asset when the net defined benefit surplus can generate a benefit in the form of a refund or reduction in future contributions to the plan. The net benefit pension asset is recognised at the present value of the benefits that will be available to us excluding interest and the effect of the asset ceiling (if any), excluding interest. Changes in the present value of the net benefit pension asset are recognised immediately in other comprehensive income.

In instances where Trustees have the ability to declare augmented benefits to participants, we do not recognise a defined benefit pension asset and record the surplus immediately in other comprehensive income.

3.4. Intangible assets

Intangible assets are identifiable non-monetary assets without physical substance acquired or developed by us, and are stated at cost less accumulated amortisation and impairment losses. Amortisation is a method to spread the cost of such assets over time in the income statement.

This is charged to the income statement over the assets' estimated useful economic lives using methods that best reflect the pattern of economic benefits.

The estimated useful economic lives are:

Computer software	3 to 10 years
Other acquired intangibles	3 to 5 years

Direct costs relating to the development of internal-use computer software are reported on the balance sheet after technical feasibility and economic viability have been established. These direct costs include payroll, the costs of materials and services, and directly attributable overheads. Capitalisation of costs ceases when the software can operate as intended.

During and after development, accumulated costs are reviewed for impairment against the benefits that the software is expected to generate. Costs incurred prior to the establishment of technical feasibility and economic viability are expensed to the income statement as incurred, as are all training costs and general overheads. The costs of licences to use computer software that are expected to generate economic benefits beyond three years are also reported on the balance sheet.

Goodwill on the acquisition of a subsidiary is the excess of the fair value of the consideration paid, the fair value of any existing interest in the subsidiary and the amount of any non-controlling interest measured either at fair value or at its share of the subsidiary’s net assets over the net fair value of the subsidiary’s identifiable assets, liabilities, and contingent liabilities.

Goodwill is measured at initial cost less any subsequent impairment losses. The gain or loss on the disposal of a subsidiary includes the carrying value of any related goodwill.


NatWest Group Annual Report on Form 20-F 2025	164

Accounting policies continued 3.5. Impairment of non-financial assets

Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

At each balance sheet date, we assess whether there is any indication that other intangible assets or property, plant and equipment are impaired. If any such indication exists, we estimate the recoverable amount of the asset and compare it to its balance sheet value to calculate if an impairment loss should be recognised in the income statement. A reversal of an impairment loss on other intangible assets or property, plant and equipment is recognised in the income statement provided the increased carrying value is not greater than it would have been had no impairment loss been recognised.

The recoverable amount of an asset that does not generate cash flows that are independent from those of other assets or groups of assets, is determined as part of the cash-generating unit to which the asset belongs.

A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. For the purposes of impairment testing, goodwill acquired in a business combination is allocated to cash-generating units or groups of cash-generating units expected to benefit from the combination.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value less cost to sell or its value in use. Value in use is the present value of future cash flows from the asset or cash-generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash-generating unit that have not been considered in estimating future cash flows.

The assessment of asset impairment is based upon value in use. This represents the value of future cashflows and uses our five-year revenue and cost forecasts and the expectation of long term economic growth beyond this period. The five-year forecast takes account of management’s current expectations of competitiveness and profitability, including near-term effects of climate transition risk. The long-term growth rate reflects external indicators which will include market expectations on climate risk. We do not consider any additional adjustments to this indicator.

3.6. Foreign currencies

Foreign exchange differences arising on the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are reported in income from trading activities except for differences arising on cash flow hedges and hedges of net investments in foreign operations.

Non-monetary items denominated in foreign currencies that are stated at fair value are translated into the functional currency at the foreign exchange rates ruling at the dates the values are determined. Translation differences are recognised in the income statement except for differences arising on non-monetary financial assets classified as fair value through other comprehensive income.

Income and expenses of foreign subsidiaries and branches are translated into sterling at average exchange rates unless these do not approximate the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income. The amount accumulated in equity is reclassified from equity to the income statement on disposal of a foreign operation.

3.7. Tax

Tax encompassing current tax and deferred tax is recognised in the income statement except when taxable items are recognised in other comprehensive income or equity. Tax consequences arising from servicing financial instruments classified as equity are recognised in the income statement.

Accounting for taxes is judgemental and carries a degree of uncertainty because tax law is subject to interpretation, which might be questioned by the relevant tax authority. We recognise the most likely current and deferred tax liability or asset, assessed for uncertainty using consistent judgements and estimates. Current and deferred tax assets are only recognised where their recovery is deemed probable, and current and deferred tax liabilities are recognised at the amount that represents the best estimate of the probable outcome having regard to their acceptance by the tax authorities.


NatWest Group Annual Report on Form 20-F 2025	165

Accounting policies continued 3.8. Financial instruments

Financial instruments are measured at fair value on initial recognition on the balance sheet.

Monetary financial assets are classified into one of the following subsequent measurement categories (subject to business model assessment and review of contractual cash flow for the purposes of sole payments of principal and interest where applicable):

●	amortised cost measured at cost using the effective interest rate method, less any impairment allowance;
●	fair value through other comprehensive income (FVOCI) measured at fair value, using the effective interest rate method and changes in fair value through other comprehensive income;
---	---
●	mandatory fair value through profit or loss (MFVTPL) measured at fair value and changes in fair value reported in the income statement; or
---	---
●	designated at fair value through profit or loss (DFV) (held for trading) measured at fair value and changes in fair value reported in the income statement.
---	---

Classification by business model reflects how we manage our financial assets to generate cash flows. A business model assessment helps to ascertain the measurement approach depending on whether cash flows result from holding financial assets to collect the contractual cash flows, from selling those financial assets, or both.

Business model assessment of assets is made at portfolio level, being the level at which they are managed to achieve a predefined business objective. This is expected to result in the most consistent classification of assets because it aligns with the stated objectives for the portfolio, its risk management, manager’s remuneration and the ability to monitor sales of assets from a portfolio. When a significant change to our business is communicated to external parties, we reassess our business model for managing those financial assets. We reclassify financial assets if we have a significant change to the business model. A reclassification is applied prospectively from the reclassification date.

The contractual terms of a financial asset; any leverage features; prepayment and extension terms; and discounts or penalties to interest rates that are part of meeting environmental, social and governance targets as well as other contingent and leverage features, non-recourse arrangements and features that could modify the timing and/or amount of the contractual cash flows that might reset the effective rate of interest; are considered in determining whether cash flows are solely payments of principal and interest.

Certain financial assets may be designated at fair value through profit or loss (DFV) upon initial recognition if such designation eliminates, or significantly reduces, accounting mismatch.

Equity shares are measured at fair value through profit or loss unless specifically elected as at fair value through other comprehensive income (FVOCI).

Upon disposal, the cumulative gains or losses in fair value through other comprehensive income reserve are recycled to the income statement for monetary assets and for non-monetary assets (equity shares) the cumulative gains or losses are transferred directly to retained earnings.

Regular way purchases and sales of financial assets classified as amortised cost are recognised on the settlement date; all other regular way transactions in financial assets are recognised on the trade date.

Financial liabilities are classified into one of following measurement categories:

●	amortised cost measured at cost using the effective interest rate method;
●	held for trading measured at fair value and changes in fair value reported in income statement; or
---	---
●	designated at fair value through profit or loss; measured at fair value and changes in fair value reported in the income statement except changes in fair value attributable to the credit risk component recognised in other comprehensive income when no accounting mismatch occurs.
---	---

3.9. Netting

Financial assets and financial liabilities are offset, and the net amount presented on the balance sheet when, and only when, we currently have a legally enforceable right to set off the recognised amounts and we intend either to settle on a net basis or to realise the asset and settle the liability simultaneously. We are party to a number of arrangements, including master netting agreements, that give us the right to offset financial assets and financial liabilities, but where we do not intend to settle the amounts net or simultaneously, the assets and liabilities concerned are presented separately on the balance sheet.


NatWest Group Annual Report on Form 20-F 2025	166

Accounting policies continued 3.10. Capital instruments

We classify a financial instrument that we issue as a financial liability if it is a contractual obligation to deliver cash or another financial asset, or to exchange financial assets or financial liabilities on potentially unfavourable terms and as equity if we evidence a residual interest in our assets after the deduction of liabilities. Incremental costs and related tax that are directly attributable to an equity transaction are deducted from equity.

The consideration for any ordinary shares of NatWest Group plc purchased by us (known as treasury shares or own shares held) is deducted from retained earnings. On the cancellation of treasury shares their nominal value is removed from retained earnings and a consequential amount recognised in capital redemption reserve in compliance with the Companies Act 2006. On the sale or re-issue of treasury shares the consideration received and related tax are credited to equity, net of any directly attributable incremental costs.

3.11. Derivatives and hedging

Derivatives are reported on the balance sheet at fair value.

We use derivatives as part of our trading activities, to manage our own risk such as interest rate, foreign exchange, or credit risk or in certain customer transactions. Not all derivatives used to manage risk are in hedge accounting relationships (an IFRS method to reduce accounting mismatch from changes in the fair value of the derivatives reported in the income statement).

Gains and losses arising from changes in the fair value of derivatives that are not in hedge relationships are recognised in Income from trading activities unless those derivatives are managed together with financial instruments designated at fair value; these gains and losses are included in Other operating income.

Hedge accounting

Hedge accounting relationships are designated and documented at inception in line with the requirements of IAS 39 Financial instruments – Recognition and Measurement.

The documentation identifies the hedged item, the hedging instrument and details of the risk that is being hedged and the way in which effectiveness will be assessed at inception and during the period of the hedge. When designating a hedging relationship, we consider: the economic relationship between the hedged item (including the risk being hedged) and the hedging instrument; the nature of the risk; the risk management objective and strategy for undertaking the hedge; and the appropriateness of the method that will be used to assess hedge effectiveness.

Designated hedging relationships must be expected to be highly effective both on a prospective and retrospective basis. This is assessed using regression techniques which model the degree of offsetting between the changes in fair value or cash flows attributable to the hedged risk and the changes in fair value of the designated hedging derivatives. Ineffectiveness is measured based on actual levels of offsetting and recognised in the income statement.

We enter into three types of hedge accounting relationships.

Fair value hedge- the gain or loss on the hedging instrument and the hedged item attributable to the hedged risk is recognised in the income statement. Where the hedged item is measured at amortised cost, the balance sheet amount of the hedged item is also adjusted.

Cash flow hedge - the effective portion of the designated hedge relationship is recognised in other comprehensive income and the ineffective portion in the income statement. When the hedged item (forecasted cash flows) results in the recognition of a financial asset or financial liability, the cumulative gain or loss is reclassified from equity to the income statement in the same periods in which the hedged forecasted cash flows affect the income statement.

Hedge of net investment in a foreign operation - in the hedge of a net investment in a foreign operation, the effective portion of the designated hedge relationship is recognised in other comprehensive income. Any ineffective portion is recognised in profit or loss. Non-derivative financial liabilities as well as derivatives may be designated as a hedging instrument in a net investment hedge.


NatWest Group Annual Report on Form 20-F 2025	167

Accounting policies continued Discontinuation of hedge accounting

Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting i.e. the hedge is not highly effective in offsetting changes in fair value or cash flows attributable to the hedged risk, consistent with the documented risk management strategy; the hedging instrument expires or is sold, terminated or exercised; or if hedge designation is revoked.

For fair value hedging any cumulative adjustment is amortised to the income statement over the life of the hedged item. Where the hedged item is no longer on the balance sheet the adjustment to the hedged item is reported in the income statement. For cash flow hedging the cumulative unrealised gain or loss is reclassified from equity to the income statement when the hedged cash flows occur or, if the forecast transaction results in the recognition of a financial asset or financial liability, when the hedged forecast cash flows affect the income statement. Where a forecast transaction is no longer expected to occur, the cumulative unrealised gain or loss is reclassified from equity to the income statement immediately.

For net investment hedging on disposal or partial disposal of a foreign operation, the amount accumulated in equity is reclassified from equity to the income statement.

3.12. Provisions

We recognise a provision for a present obligation resulting from a past event when it is more likely than not that we will be required to pay to settle the obligation and the amount of the obligation can be estimated reliably.

Provision is made for restructuring costs, including the costs of redundancy, when we have a constructive obligation.An obligation exists when we have a detailed formal plan for the restructuring and have raised a valid expectation in those affected either by starting to implement the plan or by announcing its main features.

We recognise any onerous cost of the present obligation under a contract as a provision. An onerous cost is the unavoidable cost of meeting our contractual obligations that exceed the expected economic benefits. When we intend to vacate a leasehold property or right of use asset, the asset would be tested for impairment and a provision may be recognised for the ancillary contractual occupancy costs.

3.13. Financial guarantee contracts

Under a financial guarantee contract, we, in return for a fee, undertake to meet a customer's obligations under the terms of a debt instrument if the customer fails to do so. A financial guarantee not designated as fair value through profit or loss is recognised as a liability; initially at fair value and subsequently at the higher of its initial value less cumulative amortisation and any provision under the contract measured in accordance with our ECL accounting policy. Amortisation is calculated to recognise fees receivable in the income statement over the period of the guarantee. A separate asset is recognised in respect of fees receivable for provision of the financial guarantee.

Purchased financial guarantees are considered to be integral, and fully adjust the covered debt instrument expected credit loss provision, only where the guarantee is contemplated at the inception of the debt instrument and is entered into within a reasonable timeframe.

4. Future accounting developments

International Financial Reporting Standards

Effective 1 January 2026

●	Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7 – Issued May 2024)

Effective 1 January 2027

●	Presentation and Disclosures in Financial Statements (IFRS 18 – Issued April 2024)
●	Subsidiaries without Public Accountability (IFRS 19 – Issued May 2024)
---	---

We are assessing the effect of adopting the accounting developments effective from 1 January 2027 on our financial statements and have largely completed a similar assessment for the Amendments to IFRS 9 and IFRS 7 effective from 1 January 2026. We do not expect any to have a material impact on our financial performance or position, although IFRS18 may have an impact on presentation and disclosure.


NatWest Group Annual Report on Form 20-F 2025	168

Notes to the consolidated financial statements

1 Net interest income

Net interest income is the difference between the interest NatWest Group earns from its interest-bearing assets, such as loans, balances with central banks and other financial assets, and the interest paid on its interest-bearing liabilities, such as deposits and subordinated liabilities.

Interest income on financial instruments measured at amortised cost, debt instruments classified as FVOCI and the interest element of the effective portion of any designated hedging relationships are measured using the effective interest rate method, which allocates the interest income or interest expense over the expected life of the asset or liability at the rate that exactly discounts all estimated future cash flows to equal the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument’s yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows. Interest income on financial assets is presented in interest receivable, interest expense on financial liabilities is presented in interest payable. Negative interest on financial assets is presented in interest payable and negative interest on financial liabilities is presented in interest receivable. Included in interest receivable (Loans to customers - amortised cost) is finance lease income of £588 million (2024 - £549 million) which is recognised at a constant periodic rate of return before tax on the net investment.

For accounting policy information refer to Accounting policy 3.1.


	2025	2024	2023
Continuing operations	m	m	£m
Balances at central banks and loans to banks - amortised cost	3,299	4,047	3,737
Loans to customers - amortised cost	19,293	18,295	15,553
Other financial assets	3,106	2,845	1,736
Interest receivable	25,698	25,187	21,026

Bank deposits	1,776	1,534	1,039
Customer deposits	7,607	8,332	5,276
Other financial liabilities	3,103	3,581	3,198
Subordinated liabilities	383	465	464
Interest payable	12,869	13,912	9,977
Net interest income	12,829	11,275	11,049

All values are in British Pounds.


NatWest Group Annual Report on Form 20-F 2025	169

Notes to the consolidated financial statements continued 2 Non-interest income

There are three main categories of non-interest income: net fees and commissions, trading income, and other operating income. Net fees and commissions is the difference between fees received from customers for services provided by NatWest Group, such as credit card annual fees, underwriting fees, payment services, brokerage fees, trade finance, investment management fees, trustee and fiduciary services, and fees incurred in the provision of those services, such as credit card interchange fees, customer incentives, loan administration, foreign currency transaction charges, and brokerage fees. Trading income is earned from short-term financial assets and financial liabilities to either make a spread between purchase and sale price or held to take advantage of movements in prices and yields. Other operating income includes revenue from other operating activities which are not related to the principal activities of the company, such as: share of profit or loss of associates; operating lease income; the profit or loss on the sale of a subsidiary or property, plant and equipment; profit or loss on own debt; and changes in the fair value of financial assets and liabilities designated at fair value through profit or loss. For accounting policy information refer to Accounting policies 3.1, 3.6, 3.8 and 3.11.


	2025	2024	2023
Continuing operations	£m	£m	£m
Net fees and commissions (1)	2,514	2,467	2,330
Trading income
Foreign exchange	452	310	270
Interest rate (2)	590	687	595
Credit	68	(163)	(72)
Changes in fair value of own debt and derivative liabilities
attributable to own credit risk - debt securities in issue	1	(9)	(2)
Equities, commodities and other	1	—	3
	1,112	825	794
Other operating income
Rental income on operating lease assets and investment property	219	233	234
Changes in fair value of financial assets and liabilities designated at FVTPL (3)	(132)	(137)	(150)
Changes in fair value of other financial assets at FVTPL (4)	41	75	50
Hedge ineffectiveness	(16)	2	52
Profit/(loss) on disposal of amortised cost assets and liabilities	9	5	(5)
Loss on disposal of fair value through other comprehensive income assets	(8)	(19)	(43)
Profit/(loss) on sale of property, plant and equipment	7	31	(21)
Loss on disposal of subsidiaries and associates	(43)	—	(2)
Share of profits/(losses) of associated entities	68	19	(9)
Foreign exchange recycling (losses)/gains	(28)	(76)	484
Other income (5)	69	3	(11)
	186	136	579
	3,812	3,428	3,703

(1)	Refer to Note 4 for further analysis.
(2)	Includes fair value changes on derivatives not designated in a hedge accounting relationship, and gains and losses from structural hedges.
---	---
(3)	Includes related derivatives.
---	---
(4)	Includes instruments that have failed solely payments of principal and interest testing under IFRS 9.
---	---
(5)	Includes dividend income £60 million (2024 - £9 million; 2023 - £7 million).
---	---


NatWest Group Annual Report on Form 20-F 2025	170

Notes to the consolidated financial statements continued 3 Operating expenses

Operating expenses are expenses NatWest Group incurs in the running of its business such as all staff costs (for example salaries, bonus awards, pension costs and social security costs), premises and equipment costs that arise from the occupation of premises and the use of equipment, depreciation and amortisation and other administrative expenses. For accounting policy information refer to Accounting policies 3.3, 3.4 and 3.5.


	2025	2024	2023
Continuing operations	£m	£m	£m
Salaries	2,456	2,477	2,483
Bonus awards (1)	479	411	353
Temporary and contract costs	162	162	199
Social security costs	418	371	352
Pension costs	338	311	313
- defined benefit schemes (Note 5)	93	86	122
- defined contribution schemes	245	225	191
Other	321	329	201
Staff costs	4,174	4,061	3,901

Premises and equipment	1,291	1,211	1,153
Bank levy	123	142	109
Depreciation and amortisation (2)	1,154	1,058	934
Other administrative expenses (3)	1,520	1,677	1,899
Administrative expenses	4,088	4,088	4,095
	8,262	8,149	7,996

(1)Includes current year charge for amounts deferred from prior years. Refer to reconciliation of bonus awards to income statement charge on page 174.

(2)Includes depreciation of right of use assets of £92 million (2024 - £103 million; 2023 - £104 million).

(3)Includes litigation and conduct costs, net of amounts recovered. Refer to Note 20 for further details.

The average number of persons employed during the year, excluding temporary staff and rounded to the nearest hundred, was 59,300 (2024 - 60,700; 2023- 61,500). The average number of temporary employees during the year, rounded to the nearest hundred, was 1,300 (2024 - 1,400; 2023 - 2,100).


NatWest Group Annual Report on Form 20-F 2025	171

Notes to the consolidated financial statements continued 3 Operating expenses continued

The number of persons employed at 31 December 2025, excluding temporary staff and rounded to the nearest hundred, by reportable segment, was as follows:


Continuing operations	2025	2024	2023
Retail Banking	12,200	13,000	14,300
Private Banking & Wealth Management	2,100	2,200	2,400
Commercial & Institutional	12,300	12,700	12,400
Central items & other	32,400	31,800	32,500
Total	59,000	59,700	61,600

UK	39,000	40,100	41,500
India	18,800	17,600	16,900
Poland (1)	100	800	1,500
USA	300	300	300
Republic of Ireland	—	100	400
Rest of the World	800	800	1,000
Total	59,000	59,700	61,600

(1)	Reflecting closure of operations in Poland.


NatWest Group Annual Report on Form 20-F 2025	172

Notes to the consolidated financial statements continued 3 Operating expenses continued

Share-based payments


Award plan		Eligible employees		Nature of award		Vesting conditions (1)		Settlement
Sharesave		UK, Channel Islands, Gibraltar, Isle of Man, Poland and India.		Option to buy shares under employee savings plan		Continuing employment or leavers in certain circumstances		2026 to 2030
Deferred performance awards		All		Awards of ordinary shares and conditional shares		Continuing employment or leavers in certain circumstances		2026 to 2031
Long-term incentives (2)		Senior employees		Awards of ordinary shares and conditional shares		Continuing employment or leavers in certain circumstances and/or satisfaction of the pre-vesting assessment and underpins		2026 to 2032
Sharing in Success (3)		All		Awards of ordinary shares and conditional shares		Future continuing employment and achievement of pre-defined measures.		2026

(1)	All awards are subject to the discretion of Remuneration Committee.
(2)	Long-term incentives include buy-out awards offered to compensate certain new hires for the loss of forfeited awards from their previous employment. Existing Long - term incentives vest over 3 to 7 years.
---	---
(3)	In 2025 12.5 million shares at total value of £60.5 million were granted and vested under Sharing in Success.
---	---


Sharesave	2025			2024		2023
	Average		Shares	Average	Shares	Average	Shares
	exercise price		under option	exercise price	under option	exercise price	under option
	£		(million)	£	(million)	£	(million)
At 1 January	1.93	****	101	1.59	114	1.63	99
Granted	4.67	****	18	2.94	24	1.42	43
Exercised	1.82	****	(20)	1.52	(32)	1.44	(23)
Cancelled	1.99	****	(3)	1.60	(5)	1.72	(5)
At 31 December	2.45	****	96	1.93	101	1.59	114

The fair value of Sharesave options granted in 2025 was determined using a pricing model that included: expected volatility of share price determined at the grant date based on historical share price volatility over a period of up to five years; expected option lives that equal the vesting period; estimated dividend yield on equity shares; and risk-free interest rates determined from UK gilts with terms matching the expected lives of the options.

The exercise price of options and the fair value on granting awards of fully paid shares is the average market price over the five trading days (three trading days for Sharesave) preceding grant date. When estimating the fair value of the award, the number of shares granted and the prevailing market price as defined on page 138 of Exhibit 15.2 are used. The fair value of the award is recognised as services are provided by employees over the vesting period.

Options are exercisable within six months of vesting; 5.1 million options were exercisable at 31 December 2025 (2024 – 8.9 million; 2023 – 19.0 million). The weighted average share price at the date of exercise of options was £6.39 (2024 - £4.03; 2023 - £2.20). At 31 December 2025, exercise prices ranged from £1.42 to £4.67 (2024 - £1.42 to £2.94; 2023 - £1.12 to £1.89) and the remaining average contractual life was 2.11 years (2024 – 2.35 years; 2023 – 2.25 years). The fair value of options granted in 2025 was £29.8 million (2024 - £28.3 million; 2023 - £27.3 million).


Deferred performance awards	2025			2024		2023
	Value at		Shares	Value at	Shares	Value at	Shares
	grant		awarded	grant	awarded	grant	awarded
	£m		(million)	£m	(million)	£m	(million)
At 1 January	66		30	76	35	93	46
Granted	60		14	50	23	52	20
Forfeited	(4)		(1)	(3)	(1)	(2)	(1)
Vested	(52)		(18)	(57)	(27)	(67)	(30)
At 31 December	70		25	66	30	76	35


NatWest Group Annual Report on Form 20-F 2025	173

Notes to the consolidated financial statements continued 3 Operating expenses continued

The awards granted in 2025 vest in equal tranches on the anniversary of the award, predominantly over three years.


Long-term incentives	2025			2024		2023
	Value at		Shares	Value at	Shares	Value at	Shares
	grant		awarded	grant	awarded	grant	awarded
	£m		(million)	£m	(million)	£m	(million)
At 1 January	40	****	19	49	23	49	23
Granted	18	****	4	9	5	11	5
Vested/exercised	(13)	****	(5)	(11)	(5)	(10)	(4)
Lapsed	(4)	****	(1)	(7)	(4)	(1)	(1)
At 31 December	41	****	17	40	19	49	23

The market value of awards vested/exercised in 2025 was £34.4 million (2024 - £19.3 million; 2023 - £9.5 million).


Bonus awards	2025		2024		Change
	£m		£m		%
Deferred cash awards (1)	438		387		13	%
Deferred share awards	58		61		(5)	%
Total bonus awards (2)	496		448		11	%
Bonus awards as a % of operating profit before tax and bonus awards	6	%	7	%
Proportion of bonus awards that are deferred
- deferred cash awards	88	%	86	%
- deferred share awards	12	%	14	%

Reconciliation of bonus awards to income statement charge


	2025	2024	2023
	£m	£m	£m
Bonus awarded	496	448	356
Less: deferral of charge for amounts awarded for current year	(155)	(144)	(114)
Income statement charge for amounts awarded in current year	341	304	242

Add: current year charge for amounts deferred from prior years	144	109	115
Less: forfeiture of amounts deferred from prior years	(6)	(2)	(4)
Income statement charge for amounts deferred from prior years	138	107	111
Income statement charge for bonus awards (2)	479	411	353

(1)	Includes March cash awards which are limited to £2,000 for all employees and are paid in the March following the balance sheet date.
(2)	Excludes other performance-related compensation.
---	---


NatWest Group Annual Report on Form 20-F 2025	174

Notes to the consolidated financial statements continued 3 Operating expenses continued

Year in which income statement charge is expected to be taken for deferred bonus awards


	Actual			Expected
					2027
	2023	2024	2025	2026	and beyond
	£m	£m	£m	£m	£m
Bonus awards deferred from 2023 and earlier	115	109	22	7	3
Bonus awards deferred from 2024	—	—	122	10	7
Less: forfeiture of amounts deferred from prior years	(4)	(2)	(6)	—	—
Bonus awards deferred for 2025	—	—	—	137	18
	111	107	138	154	28

4 Segmental analysis

NatWest Group analyses its performance between the different operating segments of the Group as required by IFRS 8 Operating segments. The presentation is consistent with internal financial reporting and how senior management assesses the performance of each operating segment.

Reportable operating segments:

The business is organised into the following reportable segments: Retail Banking, Private Banking & Wealth Management, Commercial & Institutional, and Central items & other.

Retail Banking serves personal customers in the UK.

Private Bankin g & Wealth Management serves UK-connected high net worth individuals and their business interests.

Commercial & Institutional consists of customer businesses reported under Business Banking, Commercial Mid-market and Corporate & Institutions, supporting our customers across the full non-personal customer lifecycle, both domestically and internationally. Our Markets offering helps our customers manage financial risks across different geographies, while our International offering provides full-service banking operations in the Channel Islands, Isle of Man, Gibraltar and Luxembourg.

Central items & other includes corporate functions, such as treasury, finance, risk management, compliance, legal, communications and human resources. Central functions manage NatWest Group capital resources and NatWest Group-wide regulatory projects and provide services to the reportable segments. Central items & other includes businesses and amounts not directly related to any of the other reportable segments.


NatWest Group Annual Report on Form 20-F 2025	175

Notes to the consolidated financial statements continued 4 Segmental analysis continued

Allocation of central balance sheet items

NatWest Group allocates all central costs relating to central functions to the business using appropriate drivers; these are reported as indirect costs in the segmental income statements. Assets and risk-weighted assets held centrally, mainly relating to NatWest Group Treasury, are allocated to the business using appropriate drivers.


			Private Banking		Central
		Retail	& Wealth	Commercial &	items
		Banking	Management	Institutional	& other	Total
2025	****	m	m	m	m	£m
Continuing operations
Net interest income	****	6,064	757	6,149	(141)	12,829
Net fees and commissions	****	429	340	1,729	16	2,514
Other non-interest income	****	2	34	931	331	1,298
Total income	****	6,495	1,131	8,809	206	16,641
Depreciation and amortisation	****	(1)	(1)	(164)	(988)	(1,154)
Other operating expenses	****	(2,936)	(726)	(4,356)	910	(7,108)
Impairment (losses)/releases	****	(437)	(10)	(225)	1	(671)
Operating profit	****	3,121	394	4,064	129	7,708

All values are in British Pounds.


2024
Continuing operations
Net interest income	5,233	645	5,339	58	11,275
Net fees and commissions	408	290	1,765	4	2,467
Other non-interest income	9	34	853	65	961
Total income	5,650	969	7,957	127	14,703
Depreciation and amortisation	(1)	(1)	(154)	(902)	(1,058)
Other operating expenses	(2,936)	(715)	(4,120)	680	(7,091)
Impairment (losses)/releases	(282)	11	(98)	10	(359)
Operating profit/(loss)	2,431	264	3,585	(85)	6,195
2023
Continuing operations
Net interest income	5,496	710	5,044	(201)	11,049
Net fees and commissions	427	249	1,654	—	2,330
Other non-interest income	8	31	723	611	1,373
Total income	5,931	990	7,421	410	14,752
Depreciation and amortisation	(1)	(1)	(154)	(778)	(934)
Other operating expenses	(2,827)	(684)	(3,937)	386	(7,062)
Impairment losses	(465)	(14)	(94)	(5)	(578)
Operating profit	2,638	291	3,236	13	6,178


NatWest Group Annual Report on Form 20-F 2025	176

Notes to the consolidated financial statements continued 4 Segmental analysis continued


Total revenue ^(1)^
		Private Banking
	Retail	& Wealth	Commercial &	Central items &
	Banking	Management	Institutional	other	Total
2025	m	m	m	m	£m
Continuing operations
External	10,146	1,262	13,414	5,421	30,243
Inter-segmental (2)	5	1,525	(1,505)	(25)	—
Total	10,151	2,787	11,909	5,396	30,243

2024
Continuing operations
External	9,041	1,250	14,194	4,838	29,323
Inter-segmental (2)	11	1,538	(1,769)	220	—
Total	9,052	2,788	12,425	5,058	29,323

2023
Continuing operations
External	7,366	1,157	12,519	4,340	25,382
Inter-segmental (2)	5	1,000	(1,602)	597	—
Total	7,371	2,157	10,917	4,937	25,382

All values are in British Pounds.


Total income
			Private Banking
		Retail	& Wealth	Commercial &	Central items &
	****	Banking	Management	Institutional	other	Total
2025	****	m	m	m	m	£m
Continuing operations
External	****	6,559	208	8,324	1,550	16,641
Inter-segmental (2)	****	(64)	923	485	(1,344)	—
Total	****	6,495	1,131	8,809	206	16,641

2024
Continuing operations
External		4,743	26	8,250	1,684	14,703
Inter-segmental (2)		907	943	(293)	(1,557)	—
Total		5,650	969	7,957	127	14,703

2023
Continuing operations
External		4,170	327	7,730	2,525	14,752
Inter-segmental (2)		1,761	663	(309)	(2,115)	—
Total		5,931	990	7,421	410	14,752

All values are in British Pounds.

For the notes to this table refer to page 180.


NatWest Group Annual Report on Form 20-F 2025	177

Notes to the consolidated financial statements continued 4 Segmental analysis continued

Analysis of net fees and commissions


				Private Banking
		Retail		& Wealth		Commercial &		Central items
		Banking		Management		Institutional		& other		Total
2025		£m		£m		£m		£m		£m
Continuing operations
Fees and commissions receivable
- Payment services		350		38		731		—		1,119
- Credit and debit card fees		424		30		268		—		722
- Lending and financing		16		9		744		—		769
- Brokerage		34		10		49		—		93
- Investment management, trustee and fiduciary services		3		265		53		21		342
- Underwriting fees		—		—		161		—		161
- Other		5		8		41		(13)		41
Total		832		360		2,047		8		3,247
Fees and commissions payable		(403)		(20)		(318)		8		(733)
Net fees and commissions		429		340		1,729		16		2,514

2024
Continuing operations
Fees and commissions receivable
- Payment services		322		37		700		—		1,059
- Credit and debit card fees		402		13		261		5		681
- Lending and financing		18		5		771		—		794
- Brokerage		34		9		46		—		89
- Investment management, trustee and fiduciary services		2		235		48		19		304
- Underwriting fees		—		—		155		—		155
- Other		7		11		95		(20)		93
Total		785		310		2,076		4		3,175
Fees and commissions payable		(377)		(20)		(311)		—		(708)
Net fees and commissions		408		290		1,765		4		2,467

2023
Continuing operations
Fees and commissions receivable
- Payment services		324		32		671		3		1,030
- Credit and debit card fees		400		13		260		3		676
- Lending and financing		14		5		709		1		729
- Brokerage		35		6		42		—		83
- Investment management, trustee and fiduciary services		2		209		45		10		266
- Underwriting fees		—		—		123		—		123
- Other		4		5		73		(6)		76
Total		779		270		1,923		11		2,983
Fees and commissions payable		(352)		(21)		(269)		(11)		(653)
Net fees and commissions		427		249		1,654		—		2,330


NatWest Group Annual Report on Form 20-F 2025	178

Notes to the consolidated financial statements continued 4 Segmental analysis continued


	2025			2024		2023
	Assets		Liabilities	Assets	Liabilities	Assets	Liabilities
	£m		£m	£m	£m	£m	£m
Retail Banking	240,259		206,398	232,835	198,795	228,684	191,936
Private Banking & Wealth Management	30,457		42,895	28,593	42,603	26,894	37,806
Commercial & Institutional	391,869		354,499	398,750	367,342	384,958	359,766
Central items & other	51,968		68,148	47,807	59,867	52,137	65,977
Total	714,553		671,940	707,985	668,607	692,673	655,485

Segmental analysis of goodwill

The total carrying value of goodwill at 31 December 2025 was £5,520 million (2024 - £5,675 million) comprising: Retail Banking £2,607 million (2024 - £2,607 million); Private Banking & Wealth Management £9 million (2024 - £9 million); Commercial & Institutional £2,904 million (2024 - £2,904 million) and Central items & other - nil (2024 – £155 million). Refer to Note 16 for more details.


NatWest Group Annual Report on Form 20-F 2025	179

Notes to the consolidated financial statements continued 4 Segmental analysis continued

Geographical segments

The geographical analysis in the tables below has been compiled on the basis of location of office where the transactions are recorded.


	UK	USA	Europe	RoW	Total
2025	m	m	m	m	£m
Continuing operations
Total revenue (1)	28,745	294	1,103	101	30,243
Interest receivable	25,021	23	636	18	25,698
Interest payable	(12,496)	(48)	(318)	(7)	(12,869)
Net fees and commissions	2,103	142	216	53	2,514
Trading income	902	136	44	30	1,112
Other operating income	26	(7)	167	—	186
Total income (3)	15,556	246	745	94	16,641
Operating profit before tax	7,109	99	369	131	7,708
Total assets	638,475	22,924	52,402	752	714,553
Total liabilities	616,010	21,413	34,202	315	671,940
Contingent liabilities and commitments (4)	139,306	—	7,817	—	147,123

	UK	USA	Europe	RoW	Total
2024	m	m	m	m	£m
Continuing operations
Total revenue (1)	28,067	297	857	102	29,323
Interest receivable	24,276	32	859	20	25,187
Interest payable	(13,328)	(63)	(516)	(5)	(13,912)
Net fees and commissions	2,096	108	207	56	2,467
Trading income	648	135	18	24	825
Other operating income	403	(4)	(264)	1	136
Total income (3)	14,095	208	304	96	14,703
Operating profit/(loss) before tax	6,146	75	(151)	125	6,195
Total assets	627,519	25,793	53,392	1,281	707,985
Total liabilities	608,708	23,495	35,602	802	668,607
Contingent liabilities and commitments (4)	132,035	—	7,925	1	139,961

2023
Continuing operations
Total revenue (1)	24,096	167	1,016	103	25,382
Interest receivable	20,192	39	774	21	21,026
Interest payable	(9,500)	(1)	(472)	(4)	(9,977)
Net fees and commissions	2,052	49	172	57	2,330
Trading income	704	66	1	23	794
Other operating income	556	(10)	30	3	579
Total income (3)	14,004	143	505	100	14,752
Operating profit/(loss) before tax	6,196	45	(149)	86	6,178
Total assets	610,831	23,725	56,001	2,116	692,673
Total liabilities	594,250	22,106	37,506	1,623	655,485
Contingent liabilities and commitments (4)	124,298	—	7,561	21	131,880

All values are in British Pounds.

(1)	Total revenue comprises interest receivable, fees and commissions receivable, income from trading activities and other operating income.
(2)	Revenue and income arising from transactions between the group’s segments are reported as inter-segment and include net inter-segment funding income/(expense).
---	---
(3)	Total income excludes internal service fee income which has been calculated on a cost plus mark-up basis.
---	---
(4)	Refer to Note 25 Memorandum items - Contingent liabilities and commitments.
---	---


NatWest Group Annual Report on Form 20-F 2025	180

Notes to the consolidated financial statements continued 5 Pensions

NatWest Group operates two types of pension scheme: defined contribution and defined benefit. The defined contribution schemes invest contributions in a choice of funds and the accumulated contributions and investment returns are used by the employee to provide benefits on retirement. There is no legal or constructive obligation for NatWest Group to pay any further contributions or benefits. The defined benefit schemes provide pensions in retirement based on employees’ pensionable salaries and service.

NatWest Group’s balance sheet includes any defined benefit pension scheme surplus or deficit as a retirement benefit asset or liability reported in other assets and other liabilities. The surplus or deficit is the difference between the liabilities to be paid from the defined benefit scheme and the assets held by the scheme to meet these liabilities. The liabilities are calculated by external actuaries using a number of financial and demographic assumptions.

For some NatWest Group defined benefit schemes where there is a net defined benefit surplus in excess of the present value of any economic benefits that can be obtained from that surplus, the application of accounting standards means we do not recognise that surplus on the balance sheet.

For accounting policy information refer to Accounting policy 3.3.

Defined contribution schemes

NatWest Group sponsors several defined contribution schemes in different territories, which new employees are entitled to join. NatWest Group pays specific contributions into individual investment funds on employees’ behalf. Once those contributions are paid, there is no further liability on the NatWest Group balance sheet relating to the defined contribution schemes.

Defined benefit schemes

NatWest Group sponsors a number of pension schemes in the UK and overseas, including the Main section of the NatWest Group Pension Fund (the Main section) which operates under UK trust law and is managed and administered on behalf of its members in accordance with the terms of the trust deed, the scheme rules and UK legislation.

Pension fund trustees are appointed to operate each fund and ensure benefits are paid in accordance with the scheme rules and national law. The trustees are the legal owner of a scheme’s assets, and have a duty to act in the best interests of all scheme members.

The schemes generally provide a pension of one -sixtieth of final pensionable salary for each year of service prior to retirement up to a maximum of 40 years and are contributory for current members.

These have been closed to new entrants since 2006, although active members continue to build up additional pension benefits, currently subject to 2% maximum annual pensionable salary inflation, while they remain employed by NatWest Group.

The Main section corporate trustee is NatWest Pension Trustee Limited (the Trustee), a wholly owned subsidiary of NWB Plc, Principal Employer of the Main section.

The Board of the Trustee includes member trustee directors selected from eligible active staff, deferred and pensioner members who apply and trustee directors appointed by NatWest Group.

Under UK legislation, a defined benefit pension scheme is required to meet the statutory funding objective of having sufficient and appropriate assets to cover its liabilities (the pensions that have been promised to members).

Similar governance principles apply to NatWest Group’s other defined benefit pension schemes.

Investment strategy

The assets of the Main section represent 90% of all plan assets at 31 December 2025 (2024 - 90%) and are invested as shown below.

Within the non-insured portfolio the Main section employs physical, derivative and non-derivative instruments to achieve a desired asset class exposure and to reduce the section’s interest rate, inflation, and currency risk. This means that the net funding position is considerably less sensitive to changes in market conditions than the value of the assets or liabilities in isolation. In particular, movements in interest rate and inflation are substantially hedged by the Trustee.


NatWest Group Annual Report on Form 20-F 2025	181

Notes to the consolidated financial statements continued 5 Pensions continued

The Main and AA sections now include buy-in insurance policies, following transactions over 2023-2025. Each insurance transaction saw a premium paid to an insurer in exchange for a buy-in insurance contract. The contracts provide a stream of cashflows to the Trustee replicating payments due to members, thereby passing material demographic and market risk to the insurer.

At 31 December 2025, the Main section included buy-in insurance contracts covering around 44% of the liabilities, while around 99% of AA section liabilities were insured.

The premium for each transaction was determined by the insurer using its pricing basis. Under IAS 19, the value placed on this asset mirrors the valuation of the defined benefit obligations covered, incorporating an assessment of credit risk. Since the insurer’s pricing basis is more conservative than the best-estimate valuation under IAS 19, an asset loss arises at outset. However, the asset loss is offset by a corresponding movement in the asset ceiling adjustment, meaning the net balance sheet and OCI impacts are neutral. Once the contract has been established, the value of the buy-in insurance contracts will move in line with movements in the defined benefit obligations covered, protecting the scheme against demographic and market risk.

Major classes of plan assets as a percentage of total plan assets of the Main section


	2025					2024
	Quoted		Unquoted		Total	Quoted	Unquoted	Total
	%		%		%	%	%	%
Equities	—		6.1		6.1	0.1	6.6	6.7
Index-linked bonds	16.8		—		16.8	23.6	—	23.6
Government bonds	8.6		—		8.6	9.9	—	9.9
Corporate and other bonds	12.4		3.0		15.4	14.4	4.1	18.5
Real estate	—	****	2.7		2.7	—	2.4	2.4
Derivatives	—	****	(0.2)		(0.2)	—	0.1	0.1
Buy-in insurance contracts	—		35.9		35.9	—	27.0	27.0
Cash and other assets	—		14.7		14.7	—	11.8	11.8
	37.8		62.2		100.0	48.0	52.0	100.0

The Main section’s holdings of derivative instruments are summarised in the table below:


	2025					2024
	Notional		Fair value			Notional	Fair value
	amounts		Assets		Liabilities	amounts	Assets	Liabilities
	£bn		£m		£m	£bn	£m	£m
Inflation rate swaps	8	****	33	****	88	24	1,548	812
Interest rate swaps	30	****	363	****	390	57	3,096	3,763
Currency forwards	10	****	76	****	38	8	60	130
Equity and bond call options	—	****	—	****	—	—	—	—
Equity and bond put options	—	****	—	****	—	—	—	—
Other	1	****	—	****	3	1	22	4

Swaps have been executed at prevailing market rates and within standard market bid/offer spreads with a number of counterparties, including NWB Plc.

At 31 December 2025, the gross notional value of the swaps was £39 billion (2024 - £81 billion) and had a net negative fair value of £85 million (2024 - £73 million net positive) against which the scheme had posted 43% collateral.


NatWest Group Annual Report on Form 20-F 2025	182

Notes to the consolidated financial statements continued 5 Pensions continued

The schemes do not invest directly in NatWest Group but may have exposure to NatWest Group through indirect holdings. The trustees of the respective UK schemes are responsible for ensuring that indirect investments in NatWest Group do not exceed the regulatory limit of 5% of plan assets.

Changes in value of net pension assets/(liability)


	Main section								All schemes
			Present value		Asset		Net						Asset
	Fair value		of defined		ceiling/		pension		Fair		Present value		ceiling/		Net
	of plan		benefit		minimum		assets/		value of		of defined		minimum		pension
	assets		obligation (1)		funding		liability		plan assets		benefit obligation (1)		funding		assets (2)
	£m		£m		£m		£m		£m		£m		£m		£m
At 1 January 2024	33,638		(26,534)		(7,104)		—		37,111		(29,592)		(7,417)		102
Currency translation and other adjustments	—		—		—		—		(5)		9		(4)		—
Income statement - operating expenses	1,589		(1,319)		(341)		(71)		1,737		(1,468)		(355)		(86)
Other comprehensive income	(4,612)		2,118		2,360		(134)		(4,860)		2,278		2,416		(166)
Contributions by employer	205		—		—		205		250		—		—		250
Contributions by plan participants and other scheme members	7		(7)		—		—		11		(11)		—		—
Assets/liabilities extinguished upon settlement	—		—		—		—		(42)		42		—		—
Benefits paid	(1,281)		1,281		—		—		(1,445)		1,455		—		10
At 1 January 2025	29,546		(24,461)		(5,085)		—		32,757		(27,287)		(5,360)		110
Currency translation and other adjustments	—		—		—		—		34		(11)		(12)		11
Income statement - operating expenses
Net interest expense	1,606		(1,323)		(282)		1		1,755		(1,453)		(294)		8
Current service cost	—		(59)		—		(59)		—		(85)		—		(85)
Past service cost	—		(1)		—		(1)		—		(14)		—		(14)
Loss on curtailments and settlements	—		—		—		—		—		(2)		—		(2)
	1,606		(1,383)		(282)		(59)		1,755		(1,554)		(294)		(93)
Other comprehensive income
Return on plan assets excluding recognised interest income (3)	(1,107)		—		—		(1,107)		(1,305)		—		—		(1,305)
Experience gains and losses	—		(165)		—		(165)		—		(176)		—		(176)
Effect of changes in actuarial financial assumptions	—		823		—		823		—		1,001		—		1,001
Effect of changes in actuarial demographic assumptions	—		(108)		—		(108)		—		(91)		—		(91)
Asset ceiling adjustments (3)	—		—		565		565		—		—		602		602
	(1,107)		550		565		8		(1,305)		734		602		31
Contributions by employer (4)	51		—		—		51		93		—		—		93
Contributions by plan participants and other scheme members	7		(7)		—		—		10		(10)		—		—
Assets/liabilities extinguished upon settlement	—		—		—		—		(55)		55		—		—
Benefits paid	(1,292)		1,292		—		—		(1,444)		1,448		—		4
At 31 December 2025	28,811		(24,009)		(4,802)		—		31,845		(26,625)		(5,064)		156

(1)	Defined benefit obligations are subject to annual valuation by independent actuaries.
(2)	NatWest Group recognises the net pension scheme surplus or deficit as a net asset or liability. In doing so, the funded status is adjusted to reflect any schemes with a surplus that NatWest Group may not be able to access, as well as any minimum funding requirement to pay in additional contributions. This is most relevant to the Main section, where the surplus is not recognised as the trustees have rights over the use of the surplus. Other NatWest Group schemes that this applies to include the Ulster Bank Pension Scheme (NI) and the NatWest Markets section.
---	---
(3)	Buy-in transactions have had an, offsetting impact on the ‘Return on plan assets excluding recognised interest income’ and “Asset ceiling adjustments” line items recognised in OCI.
---	---
(4)	NatWest Group expects to make contributions to the Main section of £40 million in 2026.
---	---


NatWest Group Annual Report on Form 20-F 2025	183

Notes to the consolidated financial statements continued 5 Pensions continued

Amounts recognised on the balance sheet


	All schemes
	2025	2024
	£m	£m
Fund asset at fair value	31,845	32,757
Present value of fund liabilities	(26,625)	(27,287)
Funded status	5,220	5,470
Assets ceiling/minimum funding	(5,064)	(5,360)
	156	110

Net pension asset/(liability) comprises


	2025	2024
	£m	£m
Net assets of schemes in surplus (Note 17)	234	190
Net liabilities of schemes in deficit (Note 20)	(78)	(80)
	156	110

Funding and contributions by NatWest Group

In the UK, the trustees of defined benefit pension schemes are required to perform funding valuations every three years. The trustees and the sponsor, with the support of the Scheme Actuary, agree the assumptions used to value the liabilities and to determine future contribution requirements. The funding assumptions incorporate a margin for prudence over and above the expected cost of providing the benefits promised to members, taking into account the sponsor’s covenant and the investment strategy of the scheme. Similar arrangements apply in the other territories where NatWest Group sponsors defined benefit pension schemes.

A full triennial funding valuation of the Main section, effective 31 December 2023, was completed during financial year 2024.

This triennial funding valuation determined the funding level to be 115%, pension liabilities to be £29 billion and the surplus to be £4 billion, all assessed on the agreed funding basis. The average cost of the future service of current members is 21.2% of salary before contributions from those members. Given the strong funding level, it was agreed that future service contributions would cease from 1 January 2025. The sponsor continues to meet administrative expenses.

The key assumptions used to determine the uninsured funding liabilities were the discount rate, which is determined based on fixed interest swap and gilt yields plus 0.64% per annum, and mortality assumptions, which result in life expectancies of 27.1/29.1 years for male/female pensioners who were age 60 and 28.5/30.6 years from age 60 for males/females who were age 40 at the valuation date.

Accounting Assumptions

Placing a value on NatWest Group’s defined benefit pension schemes’ liabilities requires NatWest Group’s management to make a number of assumptions, with the support of independent actuaries. The ultimate cost of the defined benefit obligations depends upon actual future events and the assumptions made are unlikely to be exactly borne out in practice, meaning the final cost may be higher or lower than expected.


NatWest Group Annual Report on Form 20-F 2025	184

Notes to the consolidated financial statements continued 5 Pensions continued

The most significant assumptions used for the Main section are shown below:


	Principal IAS 19 actuarial assumptions ^(1)^
	2025	2024
	%	%
Discount rate	5.7	5.6
Inflation assumption (RPI)	2.9	3.2
Rate of increase in salaries	1.8	1.8
Rate of increase in deferred pensions	2.9	3.4
Rate of increase in pensions in payment	2.4	2.6
Lump sum conversion rate at retirement	18.0	18.0

Longevity at age 60:	years	years
Current pensioners
Males	26.9	26.5
Females	28.6	28.5
Future pensioners, currently aged 40
Males	27.9	27.5
Females	29.9	29.7

(1)	The above financial assumptions are long-term assumptions set with reference to the period over which the obligations are expected to be settled.

Discount rate

The IAS 19 valuation uses a single discount rate set by reference to the yield on a basket of high quality sterling corporate bonds.

Significant judgement is required when setting the criteria for bonds to be included in the basket of bonds that is used to determine the discount rate used in the IAS 19 valuations. The criteria include issue size, quality of pricing and the exclusion of outliers. Judgement is also required in determining the shape of the yield curve at long durations; a constant credit spread relative to gilts is assumed. Sensitivity to the main assumptions is presented below.


NatWest Group Annual Report on Form 20-F 2025	185

Notes to the consolidated financial statements continued 5 Pensions continued

The weighted average duration of the Main section's defined benefit obligation at 31 December 2025 is 13 years (2024 – 13 years). The chart below shows the projected benefit payment pattern for the Main section in nominal terms. These cashflows are based on the most recent formal actuarial valuation, effective 31 December 2023.


NatWest Group Annual Report on Form 20-F 2025	186

Notes to the consolidated financial statements continued 5 Pensions continued

The table below shows how the funded status of the Main section would change if the key assumptions used were changed independently. In practice the variables have a degree of correlation and do not move completely in isolation.


	(Decrease)/		(Decrease)/		Increase in
	increase in		increase in		net pension
	value of		value of		(obligations)/
	assets		liabilities		assets
2025 (1)	£m		£m		£m
0.5% increase in interest rates/discount rate	(1,434)		(1,425)		(9)
0.25% increase in inflation	585		525		60
0.5% increase in credit spreads	(10)		(1,425)		1,415
Longevity increase of one year	308		773		(465)
0.25% additional rate of increase in pensions in payment	264		613		(349)
Increase in equity values of 10% (2)	180		na		180

2024
0.5% increase in interest rates/discount rate	(1,554)		(1,529)		(25)
0.25% increase in inflation	648		571		77
0.5% increase in credit spreads	(4)		(1,529)		1,525
Longevity increase of one year	295		832		(537)
0.25% additional rate of increase in pensions in payment	205		605		(400)
Increase in equity values of 10% (2)	199		na		199

na = not applicable

(1)	The asset sensitivities shown for 2025 are derived using benchmark information, so will be more approximate than those shown for 2024.
(2)	Includes both quoted and private equity.
---	---

The table below shows the combined change in defined benefit obligation from larger movements in these assumptions, assuming no changes in other assumptions.


			****	Change in life expectancies
			****	-2 years	****	-1 year	****	No change	****	+ 1 year	****	+ 2 years
2025				£bn		£bn		£bn		£bn		£bn
Change in credit spreads		+50 bps		(2.9)	****	(2.2)	****	(1.4)	****	(0.7)	****	—
		No change		(1.6)	****	(0.8)	****	—	****	0.8	****	1.5
		-50 bps		(0.1)	****	0.7	****	1.6	****	2.4	****	3.2

2024
Change in credit spreads		+50 bps		(3.1)		(2.3)		(1.5)		(0.7)		—
		No change		(1.7)		(0.9)		—		0.8		1.7
		-50 bps		(0.2)		0.7		1.7		2.5		3.4


NatWest Group Annual Report on Form 20-F 2025	187

Notes to the consolidated financial statements continued 5 Pensions continued

The defined benefit obligation of the Main section is attributable to the different classes of scheme members in the following proportions:


	2025	2024
Membership category	%	%
Active members	4.5	6.9
Deferred members	34.5	40.7
Pensioners and dependants	61.0	52.4
	100.0	100.0

The experience history of NatWest Group schemes is shown below:


	Main section						All schemes
	2025		2024	2023	2022	2021	2025		2024		2023	2022	2021
Experience history of defined benefit schemes	m		m	m	m	m	£m		£m		m	m	m
Fair value of plan assets	28,811		29,546	33,638	34,016	52,021	31,845		32,757		37,111	37,598	57,787
Present value of plan obligations	(24,009)		(24,461)	(26,534)	(24,733)	(42,020)	(26,625)		(27,287)		(29,592)	(27,601)	(46,808)
Net surplus	4,802		5,085	7,104	9,283	10,001	5,220		5,470		7,519	9,997	10,979

Experience (losses)/gains on plan liabilities	(165)		13	(1,531)	(2,053)	241	(176)		(3)		(1,599)	(2,137)	237
Experience (losses)/gains on plan assets	(1,107)		(4,612)	(1,042)	(18,180)	841	(1,305)		(4,860)		(1,182)	(20,326)	872
Actual return on plan assets	499		(3,023)	634	(17,248)	1,554	450		(3,123)		659	(19,285)	1,667
Actual return on plan assets	1.7	%	(9.0)	1.9	(33.2)	3.0	1.4	%	(8.4)	%	1.8	(33.4)	2.9

All values are in British Pounds.

6 Auditor’s remuneration

Amounts payable to NatWest Group's auditors for statutory audit and other services are set out below.

All audit-related and other services are approved by the Group Audit Committee and are subject to strict controls to ensure the external auditor’s independence is unaffected by the provision of other services. The Group Audit Committee recognises that for certain assignments, the auditors are best placed to perform the work economically; for other work, NatWest Group selects the supplier best placed.


	2025	2024	2023
	£m	m	£m
Fees payable for:
- the audit of NatWest Group’s annual accounts (1)	5.3	5.1	4.9
- the audit of NatWest Group plc’s subsidiaries (1)	34.8	32.5	32.3
- audit-related assurance services (1,2)	4.7	4.2	4.5
Total audit and audit-related assurance services fees	44.8	41.8	41.7

Other assurance services	1.0	1.0	0.7
Corporate finance services (3)	0.9	3.1	0.7
Total other services	1.9	4.1	1.4

All values are in British Pounds.

(1)	The 2025 audit fee was approved by the Group Audit Committee. At 31 December 2025, £16.0 million has been billed and paid in respect of the 2025 NatWest Group audit fees.
(2)	Comprises fees of £1.5 million (2024 - £1.4 million) for reviews of interim financial information and £3.2 million (2024 - £2.8 million) for reports to NatWest Group’s regulators in the UK and overseas.
---	---
(3)	Comprises fees of £0.9 million (2024 - £3.1 million) in respect of work performed by the auditors as reporting accountants on debt and equity issuances undertaken by NatWest Group.
---	---


NatWest Group Annual Report on Form 20-F 2025	188

Notes to the consolidated financial statements continued 7 Tax

NatWest Group’s corporate income tax charge for the period is set out below, together with a reconciliation to the expected tax charge calculated using the UK standard corporation tax rate and details of the NatWest Group’s deferred tax balances.

For accounting policy information refer to Accounting policies 2.1 and 3.7.

Analysis of the tax charge for the year

The tax charge comprises current and deferred tax in respect of profits and losses recognised or originating in the income statement. Tax on items originating outside the income statement is charged to other comprehensive income or direct to equity (as appropriate) and is therefore not reflected in the table below. Current tax is tax payable or recoverable in respect of the taxable profit or loss for the year and any adjustments to tax payable in prior years. Deferred tax is explained on page 191.


	2025	2024	2023
Continuing operations	£m	£m	£m
Current tax
Charge for the year	(1,511)	(1,415)	(1,373)
Over/(under) provision in respect of prior years	110	(145)	(123)
	(1,401)	(1,560)	(1,496)
Deferred tax
Charge for the year	(548)	(343)	(281)
Net increase in the carrying value of deferred tax assets in respect of losses	119	428	385
(Under)/over provision in respect of prior years	(44)	10	(42)
Tax charge for the year	(1,874)	(1,465)	(1,434)


NatWest Group Annual Report on Form 20-F 2025	189

Notes to the consolidated financial statements continued 7 Tax continued

Factors affecting the tax charge for the year

Taxable profits differ from profits reported in the income statement as certain amounts of income and expense may not be taxable or deductible. In addition, taxable profits may reflect items that have been included outside the income statement (for instance, in other comprehensive income) or adjustments that are made for tax purposes only.

Current tax for the year ended 31 December 2025 is based on rates of 25% for the standard rate of UK corporation tax and 3% for the UK banking surcharge.

The expected tax charge for the year is calculated by applying the standard UK corporation tax rate of 25% (2024 – 25% and 2023 – 23.5%) to the Operating profit or loss before tax in the income statement.

The actual tax charge differs from the expected tax charge as follows:


	2025	2024	2023
Continuing operations	£m	£m	£m
Expected tax charge	(1,927)	(1,549)	(1,452)
Losses and temporary differences in year where no deferred tax asset recognised	(5)	(18)	(56)
Foreign profits and losses taxed at other rates	15	37	10
Items not allowed for tax:
- losses on disposals and write-downs	(10)	(22)	(63)
- UK bank levy	(30)	(31)	(27)
- regulatory and legal actions	4	(47)	(1)
- other disallowable items	(28)	(61)	(57)
Non-taxable items:
- foreign exchange recycling on capital reduction	10	—	114
- RPI-related uplift on index linked gilts	8	18	6
- dividends	15	—	—
- other non-taxable items	34	11	20
Taxable foreign exchange movements	(6)	7	9
Unrecognised losses brought forward and utilised	18	33	27
Net increase/(decrease) in the carrying value of deferred tax assets in respect of:
- UK losses	59	378	371
- Netherlands losses	58	50	15
- Other overseas losses	2	—	(1)
Banking surcharge	(198)	(169)	(236)
Pillar 2 top-up tax	—	(20)	—
Redemption of AT1 (paid-in equity) capital notes	(46)	—	—
Tax on AT1 (paid-in equity) dividends	87	53	52
Adjustments in respect of prior years (1)	66	(135)	(165)
Actual tax charge	(1,874)	(1,465)	(1,434)

(1)	Prior year tax adjustments incorporate refinements to tax computations made on submission and agreement with the tax authorities and adjustments to provisions in respect of uncertain tax positions.


NatWest Group Annual Report on Form 20-F 2025	190

Notes to the consolidated financial statements continued 7 Tax continued

Global minimum top-up tax

The Group is subject to the global minimum top-up tax under Pillar Two tax legislation. The Group recognised no current tax expense related to the top-up tax for 2025 (2024 - £20 million) due to sufficient taxes being paid in the Group’s jurisdictions under local tax rules.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.

Judgement: tax contingencies

NatWest Group’s corporate income tax charge and its provisions for corporate income taxes necessarily involve a degree of estimation and judgement. The tax treatment of some transactions is uncertain and tax computations are yet to be agreed with the relevant tax authorities. Any difference between the final outcome and the amounts provided will affect current and deferred income tax charges in the period when the matter is resolved. NatWest Group recognises anticipated tax liabilities based on all available evidence and, where appropriate, in the light of external advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable in respect of temporary differences where the carrying amount of an asset or liability differs for accounting and tax purposes. Deferred tax liabilities reflect the expected amount of tax payable in the future on these temporary differences. Deferred tax assets reflect the expected amount of tax recoverable in the future on these differences. The net deferred tax asset recognised by NatWest Group is shown below, together with details of the accounting judgements and tax rates that have been used to calculate the deferred tax. Details are also provided of any deferred tax assets or liabilities that have not been recognised on the balance sheet.

Analysis of deferred tax


	2025	2024
	£m	£m
Deferred tax asset	1,252	1,876
Deferred tax liability	(104)	(99)
Net deferred tax asset	1,148	1,777


			Accelerated						Tax losses
			capital		Expense		Financial		carried
	Pension		allowances		provisions		instruments (1)		forward		Other		Total
	£m		£m		£m		£m		£m		£m		£m
At 1 January 2024	(16)		76		61		538		1,019		75		1,753
Credit/ (charge) to income statement:
- continuing operations	3		85		16		(57)		90		(42)		95
(Charge)/credit to other comprehensive income	(15)		—		—		(77)		—		26		(66)
Currency translation and other adjustments	(1)		—		—		(1)		(3)		—		(5)
At 1 January 2025	(29)	****	161	****	77	****	403	****	1,106	****	59	****	1,777
Charge to income statement:		****		****		****		****		****		****
- continuing operations	(6)		(35)		(19)		(115)		(297)		(1)		(473)
(Charge)/credit to other comprehensive income	(6)	****	—	****	—	****	(166)	****	—	****	15	****	(157)
Currency translation and other adjustments	(1)	****	(3)	****	—	****	—	****	5	****	—	****	1
At 31 December 2025	(42)	****	123	****	58	****	122	****	814	****	73	****	1,148

(1)	The in-year movement predominantly relates to cash flow hedges.


NatWest Group Annual Report on Form 20-F 2025	191

Notes to the consolidated financial statements continued 7 Tax continued

Deferred tax assets in respect of carried forward tax losses are recognised if the losses can be used to offset probable future taxable profits after taking into account the expected reversal of other temporary differences. Recognised deferred tax assets in respect of tax losses are analysed further below.


	2025	2024
	£m	£m
UK tax losses carried forward
- NWB Plc	55	333
- RBS plc	622	685
Total	677	1,018
Overseas tax losses carried forward
- Ulydien DAC	5	5
- NWM N.V.	132	83
	814	1,106

Critical accounting policy: Deferred tax

NatWest Group has recognised a deferred tax asset of £1,252 million (2024 - £1,876 million) and a deferred tax liability of £104 million (2024 - £99 million). These include amounts recognised in respect of UK and overseas tax losses of £814 million (2024 - £1,106 million).

Judgement – NatWest Group has considered the carrying value of deferred tax assets and concluded that, based on management’s estimates, sufficient sustainable taxable profits will be generated in future years to recover recognised deferred tax assets.

Estimates – For entities with mature business models and a longer track record of profitability and stable earnings, these estimates are partly based on forecast performance beyond the horizon for management’s detailed plans. They have regard to inherent uncertainties. The deferred tax asset in Ulydien DAC is supported substantially by future reversing taxable temporary differences on which deferred tax liabilities are recognised at 31 December 2025.

UK tax losses

Under UK tax rules, tax losses can be carried forward indefinitely. As the recognised tax losses in NatWest Group arose prior to 1 April 2015, credit in future periods is given against 25% of profits at the main rate of UK corporation tax, excluding the Banking Surcharge.

NWM Plc – Losses of £5,553 million have not been recognised in the deferred tax balance at 31 December 2025.

NWB Plc **** – A deferred tax asset of £55 million (2024 - £333 million) has been recognised in respect of losses of £220 million of total losses of £1,036 million carried forward at 31 December 2025. NWB Plc expects the deferred tax asset to be utilised against future taxable profits by the end of 2032.

RBS plc – A deferred tax asset of £622 million (2024 - £685 million) has been recognised in respect of losses of £2,489 million carried forward at 31 December 2025. The losses were transferred from NatWest Markets Plc as a consequence of the ring fencing regulations. RBS plc expects the deferred tax asset to be utilised against future taxable profits by the end of 2032.

Overseas tax losses

Ulydien DAC – A deferred tax asset of £5 million (2024 - £5 million) has been recognised in respect of losses of £40 million, and is now entirely supported by way of future reversing taxable temporary differences on which deferred tax liabilities are recognised at 31 December 2025. The ability to set off unutilised RoI losses of £10,262 million against future taxable profits will cease following the Group’s full exit of business operations in RoI.


NatWest Group Annual Report on Form 20-F 2025	192

Notes to the consolidated financial statements continued 7 Tax continued

NatWest Markets N.V. (NWM N.V.) - A deferred tax asset of £132 million (2024 - £83 million) has been recognised in respect of losses and tax credits of £512 million of total losses of £2,371 million carried forward at 31 December 2025. NWM N.V. expects the deferred tax asset to be utilised against future taxable profits by the end of 2032. The tax losses and tax credits have no expiry date.

Unrecognised deferred tax

Deferred tax assets of £4,882 million (2024 - £4,960 million; 2023 - £5,168 million) have not been recognised in respect of tax losses and other deductible temporary differences carried forward of £23,385 million (2024 - £23,238 million; 2023 - £24,438 million) in jurisdictions where doubt exists over the availability of future taxable profits. Of these losses and other deductible temporary differences, £4,176 million expire after 10 years. The balance of tax losses and other deductible temporary differences carried forward has no expiry date.

Deferred tax liabilities of £258 million (2024 - £269 million; 2023 - £256 million) on aggregate underlying temporary differences of £1,022 million (2024 - £1,241 million; 2023 - £1,005 million) have not been recognised in respect of retained earnings of overseas subsidiaries and held-over gains on the incorporation of certain overseas branches. These retained earnings are expected to be reinvested indefinitely or remitted to the UK free from further taxation. No taxation is expected to arise in the foreseeable future in respect of held-over gains on which deferred tax is not recognised. UK tax legislation largely exempts from UK tax overseas dividends received.

8 Earnings per share

Earnings per share measures how much profit NatWest Group makes for each share in issue during the year. Basic earnings per ordinary share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding. Diluted earnings per ordinary share is calculated by dividing the basic earnings by the weighted average number of ordinary shares outstanding plus the weighted average number of ordinary shares that would be issued on conversion of dilutive share options and convertible securities. The assessment of whether the effect of share options and convertible securities is dilutive or not is based on the earnings from continuing operations.


	2025	2024	2023
	£m	£m	£m
Earnings
Profit from continuing operations attributable to ordinary shareholders	5,479	4,438	4,506
Profit/(loss) from discontinued operations attributable to ordinary shareholders	—	81	(112)
Profit attributable to ordinary shareholders	5,479	4,519	4,394

Weighted average number of shares (millions)
Weighted average number of ordinary shares outstanding during the year	8,052	8,450	9,164
Effect of dilutive share options and convertible securities	74	66	55
Diluted weighted average number of ordinary shares outstanding during the year	8,126	8,516	9,219

Earnings per ordinary share - continuing operations	68.0p	52.5p	49.2p
Earnings per ordinary share - discontinued operations	—	1.0p	(1.2p)
Total earnings per share attributable to ordinary shareholders - basic (1)	68.0p	53.5p	47.9p
Earnings per ordinary share - diluted continuing operations	67.4p	52.1p	48.9p
Earnings per ordinary share - diluted discontinued operations	—	1.0p	(1.2p)
Total earnings per share attributable to ordinary shareholders - diluted	67.4p	53.1p	47.7p

(1)	In 2023, the unrounded Total earnings per share attributable to ordinary shareholders – basic is 47.948p. The unrounded Earnings per ordinary share – continuing operations was 49.170p. The unrounded Earnings per ordinary share – discontinued operations was (1.222p).


NatWest Group Annual Report on Form 20-F 2025	193

Notes to the consolidated financial statements continued 9 Financial instruments – classification

Financial instruments are contracts that give rise to a financial asset of one entity and a corresponding financial liability or equity instrument of a counterparty entity, such as cash, derivatives, loans, deposits and settlement balances. This note presents financial instruments classified in accordance with IFRS 9 – Financial Instruments.

Judgement: classification of financial assets

Classification of financial assets between amortised cost and fair value through other comprehensive income requires a degree of judgement in respect of business models and contractual cashflows.

●

The business model criteria are assessed at a portfolio level to determine whether assets are classified as held to collect or held to collect and sell. Information that is considered in determining the applicable business model includes: the portfolio’s policies and objectives; how the performance and risks of the portfolio are managed, evaluated and reported to management; and the frequency, volume and timing of sales in prior periods, sales expectation for future periods, and the reasons for sales.

●

The contractual cash flow characteristics of financial assets are assessed with reference to whether the cash flows represent solely payments of principal and interest (SPPI). A level of judgement is made in assessing terms that could change the contractual cash flows so that it would not meet the condition for SPPI, including contingent and leverage features, non-recourse arrangements and features that could modify the time value of money.

---

For accounting policy information refer to Accounting policies 3.8, 3.9 and 3.11.

The following tables analyse financial assets and liabilities in accordance with the categories of financial instruments in IFRS 9.


							Amortised		Other	****
	MFVTPL		DFV		FVOCI		cost		assets	****	Total
Assets	£m		£m		£m		£m		£m		£m
Cash and balances at central banks		****				****	85,182	****			85,182
Trading assets	46,537										46,537
Derivatives (1)	60,789										60,789
Settlement balances							645				645
Loans to bank - amortised cost (2)		****				****	6,958	****			6,958
Loans to customers - amortised cost (3)		****				****	418,881	****			418,881
Other financial assets	1,041		3		42,168	****	36,558	****			79,770
Intangible assets									7,292		7,292
Other assets								****	8,499		8,499
31 December 2025	108,367	****	3		42,168	****	548,224	****	15,791	****	714,553



Cash and balances at central banks				92,994		92,994
Trading assets	48,917					48,917
Derivatives (1)	78,406					78,406
Settlement balances				2,085		2,085
Loans to bank - amortised cost (2)				6,030		6,030
Loans to customers - amortised cost (3)				400,326		400,326
Other financial assets	798	5	37,843	24,597		63,243
Intangible assets					7,588	7,588
Other assets					8,396	8,396
31 December 2024	128,121	5	37,843	526,032	15,984	707,985

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	194

Notes to the consolidated financial statements continued 9 Financial instruments – classification continued


	Held-for-				Amortised		Other
	trading		DFV		cost		liabilities		Total
Liabilities	£m		£m		£m		£m		£m
Bank deposits (4)		****			44,092	****		****	44,092
Customer deposits		****			442,998	****		****	442,998
Settlement balances		****			942	****		****	942
Trading liabilities	49,022								49,022
Derivatives (1)	53,974	****				****		****	53,974
Other financial liabilities (5)		****	4,617		62,982	****		****	67,599
Subordinated liabilities		****	237		5,886	****		****	6,123
Notes in circulation					3,164				3,164
Other liabilities (6)		****			594	****	3,432	****	4,026
31 December 2025	102,996	****	4,854		560,658	****	3,432	****	671,940

Bank deposits (4)					31,452				31,452
Customer deposits					433,490				433,490
Settlement balances					1,729				1,729
Trading liabilities	54,714								54,714
Derivatives (1)	72,082								72,082
Other financial liabilities (5)			3,548		57,539				61,087
Subordinated liabilities			234		5,902				6,136
Notes in circulation					3,316				3,316
Other liabilities (6)					684		3,917		4,601
31 December 2024	126,796		3,782		534,112		3,917		668,607

(1)	Includes net hedging derivatives assets of £535 million (2024 - £118 million) and net hedging derivatives liabilities of £356 million (2024 - £464 million).
(2)	Includes items in the course of collection from other banks of £166 million (2024 - £59 million).
---	---
(3)	Includes finance lease receivables of £8,971 million (2024 - £8,998 million).
---	---
(4)	Includes items in the course of transmission to other banks of £192 million (2024 - £136 million).
---	---
(5)	The carrying amount of customer deposits designated at fair value through profit or loss is materially the same as the principal amount for both periods. No amounts have been recognised in the profit or loss for changes in credit risk associated with these liabilities as the changes are immaterial both during the period and cumulatively.
---	---
(6)	Includes lease liabilities of £535 million (2024 - £630 million), held at amortised cost.
---	---


NatWest Group Annual Report on Form 20-F 2025	195

Notes to the consolidated financial statements continued 9 Financial instruments – classification continued

We originate loans that include features that change the contractual cash flows based on the borrower meeting certain contractually specified environmental, social and governance (ESG) targets. These are known as ESG-linked, or sustainability-linked, loans. As part of the terms of these loans, the contractual interest rate is reduced or increased if the borrower meets, or fails to meet, specific targets linked to the activity of the borrower, for example; reducing carbon emissions, increasing the level of diversity at Board level, or achieving a sustainable supply chain. ESG features are first assessed to ascertain whether the adjustment to the contractual cash flows results in a de minimis exposure to risks or volatility in those contractual cash flows. If this is the case the classification of the loan is not affected. If the effect of the ESG feature is assessed as being more than de minimis, we apply judgement to ensure that the ESG features do not generate compensation for risks that are not in line with a basic lending arrangement. This includes, amongst other aspects, a review of the consistency of the ESG targets with the asset or activity of the borrower, and consideration of the targets within our risk appetite. Some of these loans were eligible under our climate and sustainable funding and financing inclusion (CSFFI) criteria, which underpinned our previous target to provide £100 billion in climate and sustainable funding and financing between 1 July 2021 and the end of 2025. Our CSFFI criteria was replaced with our climate and transition finance framework in July 2025 alongside our new target to provide £200 billion in climate and transition finance. Some of these loans continue to be eligible under the climate and transition finance framework.

The table below analyses financial assets forming a component of ESG-linked loans and other products with contractual terms that could change the timing or amount of cash flows. This is based on balance sheet values as at 31 December and the maximum impact of the potential margin changes on these over a 12 month period.


		2025						2024
				Positive impact on		Negative impact on			Positive impact on	Negative impact on
		Carrying value		product margin		product margin		Carrying value	product margin	product margin
		£bn		bps		bps		£bn	bps	bps
Sustainability-linked loans	****	8.0	****	2.9	****	3.7	****	6.9	3.1	4.0
Other products	****	21.9	****	—	****	—	****	20.2	—	—
Lending subject to performance triggers	****	29.9	****				****	27.1

Additional information on finance lease receivables

The following table shows the reconciliation of undiscounted finance lease receivables to net investment in finance leases which are presented under Loans to customers-amortised cost on the balance sheet.


		2025	2024
		£m	£m
Amount receivable under finance leases
Within 1 year		3,670	3,493
1 to 2 years		2,411	2,499
2 to 3 years		1,478	1,612
3 to 4 years		946	842
4 to 5 years		454	464
After 5 years		854	1,043
Total lease payments		9,813	9,953
Unguaranteed residual values		151	150
Future drawdowns		(12)	(12)
Unearned income		(895)	(1,001)
Present value of lease payments		9,057	9,090
Impairments		(86)	(92)
Net investment in finance leases		8,971	8,998


NatWest Group Annual Report on Form 20-F 2025	196

Notes to the consolidated financial statements continued 9 Financial instruments – classification continued

Financial instruments – financial assets and liabilities that can be offset

The tables below present information on financial assets and financial liabilities that are offset on the balance sheet under IFRS or subject to enforceable master netting agreements together with financial collateral received or given.


	Instruments which can be offset						Potential for offset not recognised by IFRS
							Effect of						Net amount
							master						after netting		Instruments
							netting						agreements and		outside
			IFRS		Balance		and similar		Cash		Securities		effect of		netting		Balance
	Gross		offset		sheet		agreements		collateral		collateral		related collateral		agreements		sheet total
2025	£m		£m		£m		£m		£m		£m		£m		£m		£m
Derivative assets	77,408		(17,007)		60,401		(45,928)		(9,275)		(3,283)		1,915		388		60,789
Derivative liabilities	71,589		(17,951)		53,638		(45,928)		(4,281)		(1,256)		2,173		336		53,974
Net position (1)	5,819		944		6,763		—		(4,994)		(2,027)		(258)		52		6,815

Trading reverse repos	44,729		(17,129)		27,600		(465)		—		(26,882)		253		56		27,656
Trading repos	43,648		(17,129)		26,519		(465)		—		(26,054)		—		2,059		28,578
Net position	1,081		—		1,081		—		—		(828)		253		(2,003)		(922)

Non trading reverse repos	50,889		(14,470)		36,419		(9)		—		(36,410)		—		—		36,419
Non trading repos	44,082		(14,470)		29,612		(9)		—		(29,603)		—		—		29,612
Net position	6,807		—		6,807		—		—		(6,807)		—		—		6,807

2024
Derivative assets	96,624		(18,746)		77,878		(61,883)		(10,005)		(4,072)		1,918		528		78,406
Derivative liabilities	92,620		(21,027)		71,593		(61,883)		(5,801)		(896)		3,013		489		72,082
Net position (1)	4,004		2,281		6,285		—		(4,204)		(3,176)		(1,095)		39		6,324

Trading reverse repos	42,261		(15,174)		27,087		(1,469)		—		(25,406)		212		40		27,127
Trading repos	45,033		(15,174)		29,859		(1,469)		—		(28,390)		—		703		30,562
Net position	(2,772)		—		(2,772)				—		2,984		212		(663)		(3,435)

Non trading reverse repos	45,600		(8,709)		36,891		(80)		—		(36,811)		—		—		36,891
Non trading repos	22,288		(8,709)		13,579		(80)		—		(13,499)		—		—		13,579
Net position	23,312		—		23,312		—		—		(23,312)		—		—		23,312

(1)	Net IFRS offset balance of £944 million (2024 - £2,281 million) relates to variation margin netting reflected on other balance sheet lines.


NatWest Group Annual Report on Form 20-F 2025	197

Notes to the consolidated financial statements continued 10 Financial instruments – valuation

Financial instruments recognised at fair value are revalued using techniques that can include observable inputs (pricing information that is readily available in the market, for example UK Government securities), and unobservable inputs (pricing information that is not readily available, for example unlisted securities). Gains and losses are recognised in the income statement and statement of comprehensive income as appropriate. This note presents information on the valuation of financial instruments. The table below provides an overview of the various sections contained within the note.

Critical accounting policy: Fair value - financial instruments ****

Financial instruments classified as mandatory fair value through profit or loss; held-for-trading; designated fair value through profit or loss; and fair value through other comprehensive income are recognised in the financial statements at fair value. All derivatives are measured at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement considers the characteristics of the asset or liability and the assumptions that a market participant would consider when pricing the asset or liability.

NatWest Group manages some portfolios of financial assets and financial liabilities based on its net exposure to either market or credit risk. In these cases, the fair value is derived from the net risk exposure of that portfolio with portfolio level adjustments applied to incorporate bid-offer spreads, counterparty credit risk, and funding costs (refer to ‘Valuation Adjustments’).

For accounting policy information refer to Accounting policies 2.2, 3.8 and 3.11.


NatWest Group Annual Report on Form 20-F 2025	198

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Valuation


	Page
Financial instruments
Critical accounting policy: Fair value	198
Valuation
Fair value hierarchy (D)	200
Valuation techniques (D)	200
Inputs to valuation models (D)	200
Valuation control (D)	201
Key areas of judgement (D)	202
Assets and liabilities split by fair value hierarchy level (T)	203
Valuation adjustments
Fair value adjustments made (T)	204
Funding valuation adjustments (FVA) (D)	204
Credit valuation adjustments (CVA) (D)	204
Bid-offer (D)	204
Product and deal specific (D)	205
Own credit (D)	205
Level 3 additional information
Level 3 ranges of unobservable inputs (D)	206
Level 3 instruments, valuation techniques and inputs (T)	206
Level 3 sensitivities (D)	206
Alternative assumptions (D)	207
Other considerations (D)	207
High and low range of fair value of level 3 assets and liabilities (T)	207
Movement in level 3 assets and liabilities over the reporting period (D)	208
Movement in level 3 assets and liabilities (T)	208
Fair value of financial instruments measured at amortised cost
Fair value of financial instruments measured at amortised cost on the balance sheet	209
(D) = Descriptive; (T) = Table


NatWest Group Annual Report on Form 20-F 2025	199

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Fair value hierarchy

Financial instruments carried at fair value have been classified under the fair value hierarchy. The classification ranges from level 1 to level 3, with more expert judgement and price uncertainty for those classified at level 3.

The determination of an instrument’s level cannot be made at a global product level as a single product type can be in more than one level. For example, a single name corporate credit default swap could be in level 2 or level 3 depending on the level of market activity for the referenced entity.

Level 1 – instruments valued using unadjusted quoted prices in active and liquid markets, for identical financial instruments. Examples include government bonds, listed equity shares and certain exchange-traded derivatives.

Level 2 - instruments valued using valuation techniques that have observable inputs. Observable inputs are those that are readily available with limited adjustments required. Examples include most government agency securities, investment-grade corporate bonds, certain mortgage products - including collateralised loan obligations (CLOs), most bank loans, repos and reverse repos, state and municipal obligations, most notes issued, certain money market securities, loan commitments and most over the counter (OTC) derivatives.

Level 3 - instruments valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Examples include non-derivative instruments which trade infrequently, certain syndicated and commercial mortgage loans, private equity, and derivatives with unobservable model inputs.

Valuation techniques

NatWest Group derives the fair value of its instruments differently depending on whether the instrument is a non-modelled or a modelled product.

Non-modelled products are valued directly from a price input, typically on a position-by-position basis. Examples include equities and most debt securities.

Non-modelled products can fall into any fair value levelling hierarchy depending on the observable market activity, liquidity, and assessment of valuation uncertainty of the instruments. The assessment of fair value and the classification of the instrument to a fair value level is subject to the valuation controls discussed in the Valuation control section.

Modelled products - valued using a pricing model range in complexity from comparatively vanilla products such as interest rate swaps and options (e.g., interest rate caps and floors) through to more complex derivatives (e.g., balance guarantee swaps).

For modelled products the fair value is derived using the model and the appropriate model inputs or parameters, as opposed to a cash price equivalent. Model inputs are taken either directly or indirectly from available data, where some inputs are also modelled.

Fair value classification of modelled instruments is either level 2 or level 3, depending on the product/model combination, the observability and quality of input parameters and other factors. All these must be assessed to classify a position. The modelled product is assigned to the lowest fair value hierarchy level of any significant input used in that valuation.

Most derivative instruments, for example vanilla interest rate swaps, foreign exchange swaps and liquid single name credit derivatives, are classified as level 2. This is because they are vanilla products valued using standard market models and with observable inputs. Level 2 products range from vanilla to more complex products, where more complex products remain classified as level 2 due to the low materiality of any unobservable inputs.

Inputs to valuation models

When using valuation techniques, the fair value can be significantly affected by the choice of valuation model and underlying assumptions. Factors considered include the cashflow amounts and timing of those cash flows, and application of appropriate discount rates, incorporating both funding and credit risk. Values between and beyond available data points are obtained by interpolation and extrapolation. The principal inputs to these valuation techniques are as follows:

Bond prices - quoted prices are generally available for government bonds, certain corporate securities, and some mortgage-related products.


NatWest Group Annual Report on Form 20-F 2025	200

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Credit spreads/margins - these reflect credit default swap levels or the return required over a benchmark rate or index to compensate for the referenced credit risk. Where available, these are derived from the price of credit default swaps or other credit-based instruments, such as debt securities. When direct prices are not available, credit spreads/margins are determined with reference to available prices of entities with similar characteristics.

Interest rates - these are principally based on interest rate swap prices referencing benchmark interest rates. Interest rates, include SONIA (Sterling Overnight Interbank Average Rate) and other overnight rates. Other quoted interest rates may also be used from both the bond, and futures markets.

Foreign currency exchange rates - there are observable prices both for spot and forward contracts and futures in the world's major currencies.

Equity and equity index prices - quoted prices are generally readily available for equity shares listed on the world's major stock exchanges and for major indices on such shares.

Price volatilities and correlations - volatility is a measure of the tendency of a price to change with time. Correlation measures the degree which two or more prices or variables are observed to move together. Variables that move in the same direction show positive correlation; those that move in opposite directions are negatively correlated.

Prepayment rates - are used to reflect how fast a pool of assets prepay. The fair value of a financial instrument that can be prepaid by the issuer or borrower differs from that of an instrument that cannot be prepaid. When valuing prepayable instruments, the value of this prepayment option is considered.

Recovery rates/loss given default - are used as an input to valuation models and reserves for asset-backed securities and other credit products as an indicator of severity of losses on default. Recovery rates are primarily sourced from market data providers, the value of the underlying collateral or inferred from observable credit spreads.

Valuation control

NatWest Group's control environment for the determination of the fair value of financial instruments includes formalised procedures for the review and validation of fair values. The review of market prices and inputs is performed by an independent price verification (IPV) team.

IPV is a key element of the control environment. Valuations are first performed by the business which entered into the transaction. These valuations are then reviewed by the IPV team, independent of those trading the financial instruments, in light of available pricing evidence.

Independent pricing data is collated from a range of sources. Each source is reviewed for quality and the independent data applied in the IPV processes using a formalised input quality hierarchy. Consensus services are one source of independent data and encompass interest rate, currency, credit, and bond markets, providing comprehensive coverage of vanilla products and a wide selection of exotic products.

Where measurement differences are identified through the IPV process these are grouped by the quality hierarchy of the independent data. If the size of the difference exceeds defined thresholds, an adjustment is made to bring the valuation to within the independently calculated fair value range.

IPV takes place at least monthly, for all fair value financial instruments. The IPV control includes formalised reporting and escalation of any valuation differences in breach of established thresholds.

The quality and completeness of the information gathered in the IPV process gives an indication as to the liquidity and valuation uncertainty of an instrument and forms part of the information considered when determining fair value hierarchy classifications.

Initial fair value level classification of a financial instrument is carried out by the IPV team. These initial classifications are subject to senior management review. Particular attention is paid to instruments transferring from one level to another, new instrument classes or products, instruments where the transaction price is significantly different from the fair value and instruments where valuation uncertainty is high.

Valuation Committees are made up of valuation specialists and senior business representatives from various functions and oversees pricing, reserving and valuations issues. These committees meet monthly to review and ratify any methodology changes. The Executive Valuation Committee meets quarterly to address key material and subjective valuation issues, to review items escalated by Valuation Committees and to discuss other relevant industry matters.


NatWest Group Annual Report on Form 20-F 2025	201

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

The Group model risk policy sets the policy for model documentation, testing and review. Governance of the model risk policy is carried out by the Group Model Risk Oversight Committee, which comprises model risk owners and independent model experts. All models are required to be independently validated in accordance with the model risk Policy.

Key areas of judgement

Over the years the business has simplified, with most products classified as level 1 or 2 of the fair value hierarchy. However, the diverse range of products historically traded by NatWest Group means some products remain classified as level 3. Level 3 indicates a significant level of pricing uncertainty, where expert judgement is used. As such, extra disclosures are required in respect of level 3 instruments.

In general, the degree of expert judgement used and hence valuation uncertainty depends on the degree of liquidity of an instrument or input.

Where markets are liquid, little judgement is required. However, when the information regarding the liquidity in a particular market is not clear, a judgement may need to be made. For example, for an equity traded on an exchange, daily volumes of trading can be seen, but for an OTC derivative, assessing the liquidity of the market with no central exchange is more challenging.

The breadth and depth of the IPV data allows for a rules-based quality assessment to be made of market activity, liquidity, and pricing uncertainty, which assists with the process of allocation to an appropriate level. Where suitable independent pricing information is not readily available, the quality assessment will result in the instrument being assessed as level 3.


NatWest Group Annual Report on Form 20-F 2025	202

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

The table below shows the assets and liabilities held by NatWest Group split by fair value hierarchy level. Level 1 are considered the most liquid instruments, and level 3 the most illiquid, valued using expert judgement and so carry the most significant price uncertainty.


	2025							2024
	Level 1		Level 2		Level 3		Total	Level 1		Level 2		Level 3		Total
	£m		£m		£m		£m	£m		£m		£m		£m
Assets
Trading assets
Loans	—		33,556		96		33,652	—		34,761		278		35,039
Securities	9,586		3,299		—		12,885	8,772		5,106		—		13,878
Derivatives
Interest rate	—		32,382		360		32,742	—		37,026		473		37,499
Foreign exchange	—		27,878		103		27,981	—		40,687		110		40,797
Other	—		57		9		66	—		63		47		110
Other financial assets
Loans	—		35		533		568	—		288		565		853
Securities	25,528		16,964		152		42,644	23,943		13,641		209		37,793
Total financial assets held at fair value	35,114		114,171		1,253		150,538	32,715		131,572		1,682		165,969
As a % of total fair value assets	23	%	76	%	1	%		20	%	79	%	1	%

Liabilities
Trading liabilities
Deposits	—		41,284		—		41,284	—		43,966		—		43,966
Debt securities in issue	—		234		—		234	—		257		—		257
Short positions	6,172		1,331		1		7,504	8,766		1,724		1		10,491
Derivatives
Interest rate	—		26,589		169		26,758	—		31,253		279		31,532
Foreign exchange	—		26,988		54		27,042	—		40,240		66		40,306
Other	—		119		55		174	—		124		120		244
Other financial liabilities
Debt securities in issue	—		2,302		3		2,305	—		1,733		3		1,736
Other deposits	—		2,285		27		2,312	—		1,787		25		1,812
Subordinated liabilities	—		237		—		237	—		234		—		234
Total financial liabilities held at fair value	6,172		101,369		309		107,850	8,766		121,318		494		130,578
As a % of total fair value liabilities	6	%	94	%	0	%		7	%	93	%	0	%

(1)	Transfers between levels are deemed to have occurred at the beginning of the quarter in which the instrument was transferred.
(2)	For an analysis of debt securities held at mandatory fair value through profit or loss by issuer as well as ratings and derivatives, by type and contract, refer to Risk and capital management – Credit risk.
---	---


NatWest Group Annual Report on Form 20-F 2025	203

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Valuation adjustments

When valuing financial instruments in the trading book, adjustments are made to mid-market valuations to cover bid-offer spread, funding and credit risk. These adjustments are presented in the table below:


	2025	2024
Adjustment	£m	£m
Funding valuation adjustments	(11)	123
Credit valuation adjustments	179	190
Bid–offer	60	76
Product and deal specific	124	157
Total	352	546

The decrease in funding valuation adjustments was primarily driven by unwinding of a major portfolio. The decrease in credit valuation adjustments was driven by credit spreads tightening with the impacts of exposure changes largely offsetting. The decrease in bid-offer was driven by risk reduction and unwinding of a major portfolio. The decrease in product and deal specific was driven by the amortisation of deferred trade inception profits partially offset by new trading activity.

Funding valuation adjustments (FVA)

FVA represents an estimate of the adjustment that a market participant would make to incorporate funding costs and benefits that arise in relation to derivative exposures. FVA is calculated as a portfolio level adjustment and can result in either a funding charge (positive) or funding benefit (negative).

Funding levels are applied to estimated potential future exposures. For uncollateralised derivatives, the exposure reflects the future valuation of the derivative. For collateralised derivatives, the exposure reflects the difference between the future valuation of the derivative and the level of collateral posted.

Credit valuation adjustments (CVA)

CVA represents an estimate of the adjustment to fair value that is made to incorporate the counterparty credit risk inherent in derivative exposures. CVA is calculated on a portfolio basis reflecting an estimate of the amount a third party would charge to assume the credit risk.

Collateral held under a credit support agreement is factored into the CVA calculation. In such cases where NatWest Group holds collateral against counterparty exposures, CVA is held to the extent that residual risk remains.

FVA and CVA are actively managed by a credit and market risk hedging process, and therefore movements in CVA and FVA are partially offset by trading revenue on the hedges.

Bid-offer

Fair value positions are required to be marked to exit levels, represented by bid (long positions) or offer (short positions) levels. Non-derivative positions are typically marked directly to bid or offer prices. However derivative exposures are adjusted to exit levels by taking bid-offer reserves calculated on a portfolio basis. The reserving approach is based on current market bid-offer spreads and standard market bucketing of risk.

Bid-offer spreads vary by maturity and risk type to reflect different spreads in the market. For positions where there is no observable quote, the bid-offer spreads are widened in comparison to proxies to reflect reduced liquidity or observability.

Netting is applied on a portfolio basis to reflect the value at which NatWest Group believes it could exit the net risk of the portfolio, rather than the sum of exit costs for each of the portfolio’s individual trades. This is applied where the asset and liability positions are managed as a portfolio for risk and reporting purposes.


NatWest Group Annual Report on Form 20-F 2025	204

Notes to the consolidated financial statements continued 10 Financial instruments – **** valuation continued

Product and deal specific

On initial recognition of financial assets and liabilities valued using valuation techniques which have a significant dependence on information other than observable market data, any difference between the transaction price and that derived from the valuation technique is deferred. Such amounts are recognised in the income statement over the life of the transaction, when market data becomes observable, or when the transaction matures or is closed out as appropriate. On 31 December 2025, net gains of £109 million (2024 - £139 million) were carried forward. During the year, net gains of £205 million (2024 - £218 million) were deferred and £235 million (2024 - £157 million) were recognised in the income statement.

Where system-generated valuations do not accurately reflect market prices, manual valuation adjustments are applied either at a position or portfolio level. Manual adjustments are subject to the scrutiny of independent control teams and are subject to monthly review by senior management.

Own credit

NatWest Group considers the effect of its own credit standing when valuing financial liabilities recorded at fair value. Own credit spread adjustments are made when valuing issued debt held at fair value, including issued structured notes. An own credit adjustment is applied to positions where it is believed that counterparties would consider NatWest Group's creditworthiness when pricing trades. Accumulated changes in fair value due to credit risk are £57 million (2024 – £44 million).


NatWest Group Annual Report on Form 20-F 2025	205

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Level 3 additional information

For illiquid assets and liabilities, classified as level 3, additional information is provided on the valuation techniques used and price sensitivity of the products to those inputs. This is to enable the reader to gauge the level of uncertainty that arises from positions with significant unobservable inputs or modelling parameters.

Level 3 ranges of unobservable inputs

The table below provides additional information on level 3 instruments and inputs. This shows the valuation technique used for the fair value calculation, the unobservable input and input range.


								2025			****	2024
Financial instrument		Valuation technique		Unobservable inputs		Units		Low		High		Low		High
Trading assets and Other financial assets
Loans		Price-based		Price		%		89		121		88		123
		Discount cash flow		Credit spreads		bps		34		81		36		93
Debt securities		Price-based		Price		%		—		111		—		116

Equity Shares		Price-based		Price		GBP		—		44,090		—		47,312
		Price-based		Price		%		—		—		—		15
		Discount cash flow		Discount margin		%		—		—		9		13
		Net asset valuation		Fund NAV		%		80		120		80		120

Derivative assets and liabilities
Credit derivatives		Credit derivative pricing		Credit spreads		bps		16		133		15		86
		Option pricing		Correlation		%		(15)		75		(15)		95
				Volatility		%		30		75		30		80
				Upfront points		%		—		99		—		99
				Recovery rate		%		—		60		—		60

Interest rate & FX		Option pricing		Correlation		%		(50)		98		(50)		98
derivatives				Volatility		%		3		82		3		99
				Constant Prepayment Rate		%		2		25		2		20
				Mean Reversion		%		—		13		—		20
				Inflation volatility		%		1		2		1		2
				Inflation rate		%		2		2		2		2

(1)	Valuation for private equity investments may be estimated by looking at past prices of similar stocks and from valuation statements where valuations are usually derived from earnings measures such as EBITDA or net asset value (NAV). Similarly, for equity or bond fund investments, prices may be estimated from valuation or credit statements using NAV or similar measures.
(2)	NatWest Group does not have any material liabilities measured at fair value that are issued with an inseparable third-party credit enhancement.
---	---

Level 3 sensitivities

The level 3 sensitivities presented on the next page are calculated at a trade or low-level portfolio basis rather than an overall portfolio basis. As individual sensitivities are aggregated with no reflection of the correlated nature between instruments, the overall portfolio sensitivity may not be accurately reflected. For example, some portfolios may be negatively correlated to others, where a downwards movement in one asset would produce an upwards movement in another. However, due to the additive presentation of the above figures this correlation impact cannot be displayed. As such, the actual potential downside sensitivity of the total portfolio may be less than the non-correlated sum of the additive figures as shown in the table on the next page.


NatWest Group Annual Report on Form 20-F 2025	206

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Alternative assumptions

Reasonably plausible alternative assumptions of unobservable inputs are determined based on a specified target level of certainty of 90%.

Alternative assumptions are determined with reference to all available evidence including consideration of the following: quality of independent pricing information considering consistency between different sources, variation over time, perceived tradability or otherwise of available quotes; consensus service dispersion ranges; volume of trading activity and market bias (e.g. one-way inventory); day 1 profit or loss arising on new trades; number and nature of market participants; market conditions; modelling consistency in the market; size and nature of risk; length of holding of position; and market intelligence.

Other considerations

Whilst certain inputs used to calculate CVA, FVA and own credit adjustments are not based on observable market data, the uncertainty of these inputs is not considered to have a significant effect on the net valuation of the related derivative portfolios and issued debt.

As such, the fair value levelling of the derivative portfolios and issued debt is not determined by CVA, FVA or own credit inputs. In addition, any fair value sensitivity driven by these inputs is not included in the level 3 sensitivities presented.

The table below shows the favourable and unfavourable range of fair value of the level 3 assets and liabilities. This range incorporates the range of fair value inputs as described in the previous table.


	2025					2024
	Level 3		Favourable		Unfavourable	Level 3	Favourable	Unfavourable
	£m		£m		£m	£m	£m	£m
Assets
Trading assets
Loans	96		—		—	278	—	—
Derivatives
Interest rate	360		20		(10)	473	20	(20)
Foreign exchange	103		10		(10)	110	—	—
Other	9		—		—	47	—	—
Other financial assets
Loans	533		—		(10)	565	—	(10)
Securities	152		10		(20)	209	20	(30)
Total financial assets held at fair value	1,253		40		(50)	1,682	40	(60)

Liabilities
Trading liabilities
Short positions	1		—		—	1	—	—
Derivatives
Interest rate	169		10		(10)	279	10	(10)
Foreign exchange	54		—		—	66	—	—
Other	55		—		—	120	10	(10)
Other financial liabilities
Debt securities in issue	3		—		—	3	—	—
Other deposits	27		—		(20)	25	10	(20)
Total financial liabilities held at fair value	309		10		(30)	494	30	(40)


NatWest Group Annual Report on Form 20-F 2025	207

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Movement in level 3 assets and liabilities

The following table shows the movement in level 3 assets and liabilities in the year.


			Other		Other						Other		Other
	Derivatives		trading		financial		Total		Derivatives		trading		financial		Total
	assets		assets (2)		assets (3)		assets		liabilities		liabilities (2)		liabilities		liabilities
2025	£m		£m		£m		£m		£m		£m		£m		£m
At 1 January	630		278		774		1,682		465		1		28		494
Amounts recorded in the income statement (1)	(145)		(3)		7		(141)		(136)		—		2		(134)
Amount recorded in the statement of comprehensive income	—		—		5		5		—		—		—		—
Level 3 transfers in	42		—		—		42		12		—		—		12
Level 3 transfers out	(41)		—		(15)		(56)		(13)		—		(1)		(14)
Purchases/originations	124		105		164		393		98		—		—		98
Settlements/other decreases	(39)		(89)		—		(128)		(46)		—		—		(46)
Sales	(100)		(197)		(250)		(547)		(105)		—		—		(105)
Foreign exchange and other adjustments	1		2		—		3		3		—		1		4
At 31 December	472		96		685		1,253		278		1		30		309

Amounts recorded in the income statement in respect of balances held at period end - unrealised	(12)		12		4		4		(31)		—		—		(31)

2024
At 1 January	823		223		915		1,961		685		3		3		691
Amounts recorded in the income statement (1)	(122)		(17)		12		(127)		(121)		—		—		(121)
Amount recorded in the statement of comprehensive income	—		—		13		13		—		—		—		—
Level 3 transfers in	7		1		56		64		1		2		25		28
Level 3 transfers out	(3)		(19)		(241)		(263)		(2)		(3)		—		(5)
Purchases/originations	147		118		117		382		121		1		—		122
Settlements/other decreases	(44)		(27)		(18)		(89)		(32)		—		—		(32)
Sales	(178)		—		(72)		(250)		(182)		(2)		—		(184)
Foreign exchange and other adjustments	—		(1)		(8)		(9)		(5)		—		—		(5)
At 31 December	630		278		774		1,682		465		1		28		494

Amounts recorded in the income statement in respect of balances held at period end - unrealised	83		1		12		96		56		—		—		56

(1)	There were net losses on trading assets and liabilities of £12 million (2024 - net losses of £18 million) was included in income from trading activities. Net gains on other instruments of £5 million (2024 - net gains of £12 million) was included in other operating income or interest income as appropriate.
(2)	Other trading assets and other trading liabilities comprise assets and liabilities held at fair value in trading portfolios.
---	---
(3)	Other financial assets comprise fair value through other comprehensive income, designated as at fair value through profit or loss and other fair value through profit or loss.
---	---


NatWest Group Annual Report on Form 20-F 2025	208

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Fair value of financial instruments measured at amortised cost on the balance sheet

The following table shows the carrying value and fair value of financial instruments measured at amortised cost on the balance sheet.


												Items where
												fair value
		Carrying		Fair		Fair value hierarchy level						approximates
		value		value		Level 1		Level 2		Level 3		carrying value
2025		£bn		£bn		£bn		£bn		£bn		£bn
Financial assets
Cash and balances at central banks		85.2		85.2		—		—		—		85.2
Settlement balances		0.6		0.6		—		—		—		0.6
Loans to banks		7.0		6.9		—		3.6		0.8		2.5
Loans to customers		418.9		414.5		—		33.1		381.4		—
Other financial assets - securities		36.6		36.6		15.4		15.1		6.1		—

2024
Financial assets
Cash and balances at central banks		93.0		93.0		—		—		—		93.0
Settlement balances		2.1		2.1		—		—		—		2.1
Loans to banks		6.0		5.9		—		1.8		0.5		3.6
Loans to customers		400.3		396.6		—		34.9		361.7		—
Other financial assets - securities		24.6		24.6		4.3		12.4		7.9		—

2025
Financial liabilities
Bank deposits		44.1		44.1		—		36.2		3.8		4.1
Customer deposits		443.0		424.4		—		30.4		26.3		367.7
Settlement balances		0.9		0.9		—		—		—		0.9
Other financial liabilities
- debt securities in issue		63.0		63.6		—		51.9		11.7		—
Subordinated liabilities		5.9		6.1		—		6.1		—		—
Notes in circulation		3.2		3.2		—		—		—		3.2

2024
Financial liabilities
Bank deposits		31.5		31.2		—		23.9		3.0		4.3
Customer deposits		433.5		433.3		—		24.3		46.0		363.0
Settlement balances		1.7		1.7		—		—		—		1.7
Other financial liabilities
- debt securities in issue		57.5		57.6		—		48.9		8.7		—
Subordinated liabilities		5.9		6.0		—		6.0		—		—
Notes in circulation		3.3		3.3		—		—		—		3.3

The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as follows:

Short-term financial instruments

For certain short-term financial instruments, including but not limited to, cash and balances at central banks, settlement balances, loans with short-term maturities, notes in circulation and customer demand deposits, carrying value is deemed a reasonable approximation of fair value.


NatWest Group Annual Report on Form 20-F 2025	209

Notes to the consolidated financial statements continued 10 Financial instruments – valuation continued

Loans to banks and customers

In estimating the fair value of net loans to customers and banks measured at amortised cost, NatWest Group's loans are segregated into appropriate portfolios reflecting the characteristics of the constituent loans. Two principal methods are used to estimate fair value:

(a)

Contractual cash flows that are discounted using a market discount rate that incorporates the current spread for the borrower or where this is not observable, the spread for borrowers of a similar credit standing.

(b)

Expected cash flows (unadjusted for credit losses) are discounted at the current offer rate for the same or similar products. The current methodology caps all loan values at par rather than modelling clients' option to repay loans early. This approach is adopted for lending portfolios in Retail Banking, Commercial & Institutional (SME loans) and Private Banking & Wealth Management in order to reflect the homogeneous nature of these portfolios.

---

Debt securities and subordinated liabilities

Most debt securities are valued using quoted prices in active markets or from quoted prices of similar financial instruments. The remaining population is valued using discounted cashflows at current offer rates.

Bank and customer deposits

Fair values of deposits are estimated using discounted cash flow valuation techniques. Where required, methodologies can be revised as additional information and valuation inputs become available.


NatWest Group Annual Report on Form 20-F 2025	210

Notes to the consolidated financial statements continued 11 Financial instruments - maturity analysis

This note shows the maturity profile of NatWest Group’s financial assets and liabilities by contractual date of maturity and contractual cash flows.

Remaining maturity

The following table shows the residual maturity of financial instruments, based on contractual date of maturity.


	2025					2024
	Less than		More than			Less than	More than
	12 months		12 months		Total	12 months	12 months	Total
	£m		£m		£m	£m	£m	£m
Assets
Cash and balances at central banks	85,182		—		85,182	92,994	—	92,994
Trading assets	33,677		12,860		46,537	37,168	11,749	48,917
Derivatives	24,126		36,663		60,789	34,267	44,139	78,406
Settlement balances	645		—		645	2,085	—	2,085
Loans to banks - amortised cost	6,122		836		6,958	5,360	670	6,030
Loans to customers - amortised cost	100,120		318,761		418,881	99,793	300,533	400,326
Other financial assets	11,905		67,865		79,770	14,524	48,719	63,243

Liabilities
Bank deposits	28,465		15,627		44,092	21,675	9,777	31,452
Customer deposits	434,149		8,849		442,998	430,693	2,797	433,490
Settlement balances	942		—		942	1,729	—	1,729
Trading liabilities	39,918		9,104		49,022	44,683	10,031	54,714
Derivatives	24,204		29,770		53,974	34,134	37,948	72,082
Other financial liabilities	21,029		46,570		67,599	22,773	38,314	61,087
Subordinated liabilities	1,076		5,047		6,123	1,051	5,085	6,136
Notes in circulation	3,164		—		3,164	3,316	—	3,316
Lease liabilities	85		450		535	94	536	630

Assets and liabilities by contractual cash flows up to 20 years

The tables on the following page show the contractual undiscounted cash flows receivable and payable, up to a period of 20 years, including future receipts and payments of interest of financial assets and liabilities by contractual maturity. The balances in the following tables do not agree directly with the consolidated balance sheet, as the tables include all cash flows relating to principal and future coupon payments, presented on an undiscounted basis. The tables have been prepared on the following basis:

Financial assets have been reflected in the time band of the latest date on which they could be repaid, unless earlier repayment can be demanded by NatWest Group. Financial liabilities are included at the earliest date on which the counterparty can require repayment, regardless of whether or not such early repayment results in a penalty. If the repayment of a financial instrument is triggered by, or is subject to, specific criteria such as market price hurdles being reached, the asset is included in the time band that contains the latest date on which it can be repaid, regardless of early repayment. The liability is included in the time band that contains the earliest possible date on which the conditions could be fulfilled, without considering the probability of the conditions being met.

For example, if a structured note is automatically prepaid when an equity index exceeds a certain level, the cash outflow will be included in the less than three months period, whatever the level of the index at the year end. The settlement date of debt securities in issue, issued by certain securitisation vehicles consolidated by NatWest Group, depends on when cash flows are received from the securitised assets. Where these assets are prepayable, the timing of the cash outflow relating to securities assumes that each asset will be prepaid at the earliest possible date. As the repayments of assets and liabilities are linked, the repayment of assets in securitisations is shown on the earliest date that the asset can be prepaid, as this is the basis used for liabilities.

The principal amounts of financial assets and liabilities that are repayable after 20 years or where the counterparty has no right to repayment of the principal are excluded from the table, as are interest payments after 20 years.


NatWest Group Annual Report on Form 20-F 2025	211

Notes to the consolidated financial statements continued 11 Financial instruments - maturity analysis continued

The maturity of guarantees and commitments is based on the earliest possible date they would be drawn in order to evaluate NatWest Group's liquidity position.

MFVTPL assets of £108 billion (2024 - £128 billion) and HFT liabilities of £102.6 billion (2024 - £126.3 billion) have been excluded from the following tables.


	0-3 months	3-12 months	1-3 years	3-5 years	5-10 years	10-20 years
2025	£m	£m	£m	£m	£m	£m
Assets by contractual maturity up to 20 years
Cash and balances at central banks	85,182	—	—	—	—	—
Derivatives held for hedging	121	164	21	153	70	69
Settlement balances	645	—	—	—	—	—
Loans to banks - amortised cost	5,544	563	778	8	19	153
Loans to customers - amortised cost	63,503	52,679	93,380	70,214	104,670	127,073
Other financial assets (1)	4,770	7,726	26,014	11,733	24,491	8,742
Finance lease	—	3	7	14	37	26
	159,765	61,135	120,200	82,122	129,287	136,063
Liabilities by contractual maturity up to 20 years
Bank deposits	26,707	2,111	10,523	2,712	3,094	—
Customer deposits	401,858	33,017	9,239	14	—	14
Settlement balances	942	—	—	—	—	—
Derivatives held for hedging	42	54	299	163	39	1
Other financial liabilities	7,547	14,212	24,824	17,301	6,804	1,218
Subordinated liabilities	68	1,193	1,742	3,676	52	342
Other liabilities - Notes in circulation	3,164	—	—	—	—	—
Lease liabilities	25	68	156	80	175	25
	440,353	50,655	46,783	23,946	10,164	1,600
Guarantees and commitments - notional amount (2)
Guarantees (3)	2,810	—	—	—	—	—
Commitments (4)	137,519	—	—	—	—	—
	140,329	—	—	—	—	—

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	212

Notes to the consolidated financial statements continued 11 Financial instruments - maturity analysis continued


	0-3 months	3-12 months	1-3 years	3-5 years	5-10 years	10-20 years
2024	£m	£m	£m	£m	£m	£m
Assets by contractual maturity up to 20 years
Cash and balances at central banks	92,994	—	—	—	—	—
Derivatives held for hedging	17	66	107	61	53	76
Settlement balances	2,085	—	—	—	—	—
Loans to banks - amortised cost	5,080	297	612	9	23	158
Loans to customers - amortised cost	59,702	56,264	82,995	63,857	99,837	123,946
Other financial assets (1)	7,068	9,414	17,417	11,643	11,843	7,493
Finance lease	27	89	126	105	207	325
	166,973	66,130	101,257	75,675	111,963	131,998
Liabilities by contractual maturity up to 20 years
Bank deposits	16,914	5,315	10,114	81	79	—
Customer deposits	396,703	34,316	2,713	82	—	14
Settlement balances	1,729	—	—	—	—	—
Derivatives held for hedging	63	343	335	271	43	2
Other financial liabilities	8,305	13,501	22,869	15,350	4,710	987
Subordinated liabilities	53	1,201	2,059	2,927	754	339
Other liabilities - Notes in circulation	3,316	—	—	—	—	—
Lease liabilities	24	68	185	96	168	102
	427,107	54,744	38,275	18,807	5,754	1,444
Guarantees and commitments - notional amount (2)
Guarantees (3)	3,060	—	—	—	—	—
Commitments (4)	132,958	—	—	—	—	—
	136,018	—	—	—	—	—

(1)	Other financial assets exclude equity shares.
(2)	Refer to Note 25 Memorandum items - Contingent liabilities and commitments.
---	---
(3)	NatWest Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. NatWest Group expects most guarantees it provides to expire unused.
---	---
(4)	NatWest Group has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met by the counterparty. NatWest Group does not expect all facilities to be drawn, and some may lapse before drawdown.
---	---


NatWest Group Annual Report on Form 20-F 2025	213

Notes to the consolidated financial statements continued 12 Trading assets and liabilities

Trading assets and liabilities comprise assets and liabilities held at fair value and classified as held-for-trading. Financial instruments are classified as held-for-trading if they are held for the purpose of selling or repurchasing them in the short term, to make a spread between purchase and sale price or held to take advantage of movements in prices and yields. For accounting policy information refer to Accounting policy 3.8.


		2025	2024
Assets		£m	£m
Loans	****
Reverse repos	****	27,656	27,127
Collateral given	****	5,701	7,367
Other loans	****	295	545
Total loans	****	33,652	35,039
Securities	****
Central and local government	****
- UK	****	2,120	2,077
- US	****	4,153	3,734
- Other	****	4,135	3,506
Financial institutions and corporate	****	2,477	4,561
Total securities	****	12,885	13,878
Total	****	46,537	48,917

Liabilities	****
Deposits	****
Repos	****	28,578	30,562
Collateral received	****	11,966	12,509
Other deposits	****	740	895
Total deposits	****	41,284	43,966
Debt securities in issue	****	234	257
Short positions	****
Central and local government
- UK		1,504	2,680
- US		1,161	1,677
- Other		4,137	4,755
Financial institutions and Corporate		702	1,379
Total short positions		7,504	10,491
Total	****	49,022	54,714


NatWest Group Annual Report on Form 20-F 2025	214

Notes to the consolidated financial statements continued 13 Derivatives

Derivative is a term covering a wide range of financial instruments that derive their fair value from an underlying rate or price, for example interest rates or exchange rates (the underlying). NatWest Group uses derivatives as a part of its trading activities, to manage its own risks such as interest rate, foreign exchange, or credit risk and in certain customer transactions. This note shows contracted volumes of derivatives, how they are used for hedging purposes and the effects of the application of hedge accounting. For accounting policy information refer to Accounting policies 3.8 and 3.11.


		Notional						Asset						Liability
		Traded on						Traded on						Traded on
		recognised		Traded over				recognised		Traded over				recognised		Traded over
		exchanges		the counter		Total		exchanges		the counter		Total		exchanges		the counter		Total
2025		£bn		£bn		£bn		£m		£m		£m		£m		£m		£m
Interest rate		794		10,294		11,088		4		32,738		32,742		—		26,758		26,758
- Swaps		—		7,938		7,938		—		25,700		25,700		—		19,685		19,685
- Options		324		1,105		1,429		4		7,038		7,042		—		7,073		7,073
- Forwards and futures		470		1,251		1,721		—		—		—		—		—		—
Exchange rate		1		3,413		3,414		—		27,981		27,981		12		27,030		27,042
- Swaps		—		456		456		—		4,978		4,978		—		4,417		4,417
- Options		1		727		728		—		4,422		4,422		12		4,474		4,486
- Spot, forwards and futures		—		2,230		2,230		—		18,581		18,581		—		18,139		18,139
Credit		—	****	15	****	15	****	—	****	66	****	66	****	—	****	174	****	174
Equity and commodity		—	****	2	****	2	****	—	****	—	****	—	****	—	****	—	****	—
Total		795	****	13,724	****	14,519	****	4	****	60,785	****	60,789	****	12	****	53,962	****	53,974

2024
Interest rate		1,066		9,267		10,333		20		37,479		37,499		2		31,530		31,532
- Swaps		—		7,015		7,015		—		28,960		28,960		—		23,138		23,138
- Options		736		1,490		2,226		20		8,519		8,539		2		8,392		8,394
- Forwards and futures		330		762		1,092		—		—		—		—		—		—
Exchange rate		1		3,278		3,279		6		40,791		40,797		15		40,291		40,306
- Swaps		—		454		454		—		8,450		8,450		—		8,195		8,195
- Options		1		851		852		6		5,385		5,391		15		5,561		5,576
- Spot, forwards and futures		—		1,973		1,973		—		26,956		26,956		—		26,535		26,535
Credit		—		14		14		—		110		110		—		244		244
Equity and commodity		—		2		2		—		—		—		—		—		—
Total		1,067		12,561		13,628		26		78,380		78,406		17		72,065		72,082

Included in the table above is the notional amount of £8,768 billion (2024 - £7,321 billion) of interest rate derivatives that are traded over the counter and settled through central clearing counterparties. NatWest Group has no other type of derivatives that are settled through central counterparties.

Hedge accounting using derivatives

NatWest Group applies hedge accounting to reduce the accounting mismatch caused in the income statement by using derivatives to hedge the following risks: interest rate, foreign exchange and the foreign exchange risk associated with net investment in foreign operations.


NatWest Group Annual Report on Form 20-F 2025	215

Notes to the consolidated financial statements continued 13 Derivatives continued

NatWest Group’s interest rate hedging relates to the management of NatWest Group’s non-trading structural interest rate risk, caused by the mismatch between fixed interest rates and floating interest rates on its financial instruments. NatWest Group manages this risk within approved limits. Residual risk positions are hedged with derivatives, principally interest rate swaps.

Cash flow hedges of interest rate risk relate to exposures to the variability in future interest payments and receipts due to the movement of interest rates on forecast transactions and on financial assets and financial liabilities. This variability in cash flows is hedged by interest rate swaps, which convert variable cash flows into fixed. For these cash flow hedge relationships, the hedged items are actual and forecast variable interest rate cash flows arising from financial assets and financial liabilities with interest rates linked to the relevant interest rates, most notably SOFR, EURIBOR, the European Central Bank deposit rate, SONIA and the Bank of England Official Bank Rate. The variability in cash flows due to movements in the relevant interest rate is hedged; this risk component is identified using the risk management systems of NatWest Group and encompasses the majority of cash flow variability risk.

Suitable larger fixed rate financial instruments are subject to fair value hedging in line with documented risk management strategies.

Fair value hedges of interest rate risk involve interest rate swaps transforming the fixed interest rate risk in financial assets and financial liabilities to floating. The hedged risk is the risk of changes in the hedged item’s fair value attributable to changes in the interest rate risk component of the hedged item. The significant interest rates identified as risk components are SOFR, EURIBOR, ESTR and SONIA. These risk components are identified using the risk management systems of NatWest Group and encompass the majority of the hedged item’s fair value risk.

NatWest Group hedges the exchange rate risk of its net investment in foreign currency denominated operations with currency borrowings and forward foreign exchange contracts.

NatWest Group reviews the value of the investments’ net assets, executing hedges where appropriate to reduce the sensitivity of capital ratios to foreign exchange rate movement. Hedge accounting relationships will be designated where required.

Exchange rate risk also arises in NatWest Group where payments are denominated in currencies other than the functional currency. Residual risk positions are hedged with foreign exchange derivatives, fixing the exchange rate the payments will be settled in. The derivatives are documented as cash flow hedges.

For all cash flow hedging, fair value hedge relationships and net investment hedging, NatWest Group determines that there is an economic relationship between the hedged item and hedging instrument via assessing the initial and ongoing effectiveness by comparing movements in the fair value of the expected highly probable forecast interest cash flows/fair value of the hedged item attributable to the hedged risk with movements in the fair value of the expected changes in cash flows from the hedging instrument. The method used for comparing movements is either regression testing, or the dollar offset method. The method for testing effectiveness and the period over which the test is performed depends on the applicable risk management strategy and is applied consistently to each risk management strategy. Hedge effectiveness is assessed on a cumulative basis and the determination of effectiveness is in line with the requirements of IAS 39.

NatWest Group uses either the actual ratio between the hedged item and hedging instrument(s) or one that minimises hedge ineffectiveness to establish the hedge ratio for hedge accounting. Hedge ineffectiveness is measured in line with the requirements of IAS 39 and recognised in the income statement as it arises.


NatWest Group Annual Report on Form 20-F 2025	216

Notes to the consolidated financial statements continued 13 Derivatives continued

Derivatives in hedge accounting relationships

Included in the table below are derivatives held for hedging purposes as follows.


	2025							2024
							Changes in fair				Changes in fair
							value used for				value used for
	Notional		Assets		Liabilities		hedge ineffectiveness (1)	Notional	Assets	Liabilities	hedge ineffectiveness (1)
	£bn		£m		£m		£m	£bn	£m	£m	£m
Fair value hedging
Interest rate contracts (2)	92.7	****	829	****	1,256		522	83.1	1,096	1,965	958
	****		****
Cash flow hedging	****	****	****	****
Interest rate contracts	156.1	****	868	****	1,619		717	167.9	1,424	3,300	581
Exchange rate contracts	25.3	****	532	****	355		(3)	14.4	116	457	1
	****		****		****
Net investment hedging		****		****	****
Exchange rate contracts (3)	0.4	****	3	****	1		(10)	0.3	2	1	9
	274.5		2,232		3,231		1,226	265.7	2,638	5,723	1,549
IFRS netting and clearing house settlements			(1,697)		(2,875)				(2,520)	(5,259)
		****	535	****	356				118	464

(1)	The change in fair value used for hedge ineffectiveness includes instruments that were derecognised in the year.
(2)	The hedged risk includes inflation risk.
---	---
(3)	In addition to the derivative hedging instruments above, NatWest Group held notionals of £2,760 million (2024- £3,144 million) of non - derivative hedging instruments with a carrying value of £2,776 million (2024 - £3,163 million), that were used in net investment hedges. The non - derivative instruments are other financial liabilities - debt securities in issue.
---	---

Hedge ineffectiveness

Hedge ineffectiveness recognised in other operating income comprises.


	2025	2024	2023
	£m	£m	£m
Fair value hedging
Loss on hedged items attributable to the hedged risk	(533)	(954)	(364)
Gain on the hedging instruments	522	958	406
Fair value hedging ineffectiveness	(11)	4	42
Cash flow hedging
Interest rate risk	(5)	(2)	10
Cash flow hedging ineffectiveness	(5)	(2)	10
Total	(16)	2	52

The main sources of ineffectiveness for interest rate risk hedge accounting relationships are:

●	The effect of the counterparty credit risk on the fair value of the interest rate swap which is not reflected in the fair value of the hedged item attributable to the change in interest rate (fair value hedge);
●	Differences in the repricing basis between the hedging instrument and hedged cash flows (cash flow hedge); and
---	---
●	Upfront present values on the hedging derivatives where hedge accounting relationships have been designated after the trade date (cash flow hedge and fair value hedge).
---	---


NatWest Group Annual Report on Form 20-F 2025	217

Notes to the consolidated financial statements continued 13 Derivatives continued

Maturity of notional hedging contracts

The following table shows the period in which the notional of hedging contract ends.


		0-3 months		3-12 months		1-3 years		3-5 years		5-10 years		Over 10 years		Total
2025		£bn		£bn		£bn		£bn		£bn		£bn		£bn
Fair value hedging
Interest rate risk (1)
Hedging assets		0.6		4.4		21.3		8.5		8.6		2.9		46.3
Hedging liabilities		1.4		4.4		14.9		20.5		4.7		0.5		46.4
2024
Fair value hedging
Interest rate risk (1)
Hedging assets		4.0		5.5		12.6		9.7		6.6		3.7		42.1
Hedging liabilities		0.8		4.3		14.2		15.5		5.7		0.5		41.0

2025
Cash flow hedging
Interest rate risk
Hedging assets		4.8		8.2		20.1		31.8		4.7		—		69.6
Hedging liabilities		10.7		18.0		52.0		4.6		0.8		0.4		86.5
Exchange rate risk
Hedging assets		6.3		3.6		—		—		—		—		9.9
Hedging liabilities		—		2.7		4.5		8.2		—		—		15.4
2024
Cash flow hedging
Interest rate risk
Hedging assets		10.6		10.8		22.0		30.3		12.0		—		85.7
Hedging liabilities		2.5		17.1		50.7		10.1		1.4		0.4		82.2
Exchange rate risk
Hedging assets		0.5		0.8		0.5		—		—		—		1.8
Hedging liabilities		3.1		2.5		3.7		3.3		—		—		12.6

(1)	The hedged risk includes inflation risk.

Average fixed interest rates

The following table shows average fixed rate for cash flow hedges, interest rate risk.


		0-3 months		3-12 months		1-3 years		3-5 years		5-10 years		Over 10 years		Total
2025		%		%		%		%		%		%		%
Average fixed interest rate
Hedging assets		1.26	****	2.57	****	3.22	****	3.21	****	3.60	****	3.12	****	3.03
Hedging liabilities		4.37	****	3.78	****	3.63	****	3.67	****	3.71	****	4.18	****	3.75
2024
Average fixed interest rate
Hedging assets		3.85		0.98		2.52		3.32		2.84		3.12		2.82
Hedging liabilities		4.34		4.76		3.97		3.09		3.64		4.18		4.03


NatWest Group Annual Report on Form 20-F 2025	218

Notes to the consolidated financial statements continued 13 Derivatives continued

Average foreign exchange rates

For cash flow hedging of exchange rate risk, the average foreign exchange rates applicable across the relationships were as below for the main currencies hedged.


	2025	2024
/	119.17	109.07
/	1.32	1.30
/	195.35	176.04
/	1.14	—
/	137.82	130.79
NOK/	9.21	9.21
AUD/	1.54	1.49
CHF/	0.88	0.91
/	0.89	0.91

All values are in British Pounds.

Analysis of hedged items and related hedging instruments

The table below analyses assets and liabilities subject to hedging derivatives.


					Changes in fair
	Carrying value		Impact on		value used as
	of hedged		hedged items		a basis to
	assets and		included in		determine
	liabilities		carrying value		ineffectiveness (1)
2025	£m		£m		£m
Fair value hedging - interest rate (2)
Loans to banks and customers - amortised cost	5,466		(368)		87
Other financial assets - securities	41,688		7		—
Total (3)	47,154		(361)		87

Bank and customer deposits	1,582		2		1
Other financial liabilities - debt securities in issue (5)	41,221		(277)		(501)
Subordinated liabilities	5,748		(105)		(120)
Total	48,551		(380)		(620)


2024
Fair value hedging - interest rate (2)
Loans to banks and customers - amortised cost	5,318		(478)		(182)
Other financial assets - securities	36,724		(29)		(347)
Total (3)	42,042		(507)		(529)

Bank and customer deposits	382		—		(3)
Other financial liabilities - debt securities in issue (5)	37,548		(784)		(315)
Subordinated liabilities	5,772		(244)		(107)
Total	43,702		(1,028)		(425)

For the notes to this table refer to the following page.


NatWest Group Annual Report on Form 20-F 2025	219

Notes to the consolidated financial statements continued 13 Derivatives continued


		Changes in fair value
	Carrying value of	used as a basis to
	hedged assets and liabilities	determine ineffectiveness (1)
2025	£m	£m
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost (4)	68,660	(1,455)
Other financial assets - securities	982	(23)
Total	69,642	(1,478)

Bank and customer deposits	86,285	756
Other financial liabilities - debt securities in issue	156	—
Total	86,441	756

Cash flow hedging - exchange rate
Loans to banks and customers - amortised cost (4)	7,269	—
Other financial assets - securities	2,586	—
Total	9,855	—

Other financial liabilities - debt securities in issue	8,751	(2)
Other	210	5
Total	8,961	3

2024
Cash flow hedging - interest rate
Loans to banks and customers - amortised cost (4)	84,065	(190)
Other financial assets - securities	1,625	(2)
Total	85,690	(192)

Bank and customer deposits	82,081	(391)
Other financial liabilities - debt securities in issue	149	—
Total	82,230	(391)

Cash flow hedging - exchange rate
Loans to banks and customer - amortised cost (4)	223	—
Other financial assets - securities	1,598	—
Total	1,821	—

Other financial liabilities - debt securities in issue	8,279	(1)
Other	195	—
Total	8,474	(1)

(1)	The change in fair value used for hedge ineffectiveness includes instruments that were derecognised in the year.
(2)	The hedged risk includes inflation risk.
---	---
(3)	Carrying values include £35 million (2024 - £46 million) adjustment for discontinued fair value hedges.
---	---
(4)	Includes cash and balances at central banks.
---	---
(5)	The carrying value include £4,759 million (2024 - £4,631 million) of debt securities held at amortised cost.
---	---


NatWest Group Annual Report on Form 20-F 2025	220

Notes to the consolidated financial statements continued 13 Derivatives continued

Analysis of cash flow and foreign exchange hedge reserve

The following table shows an analysis of the pre-tax cash flow hedge reserve and foreign exchange hedge reserve.


	2025			2024
			Foreign			Foreign
	Cash flow		exchange	Cash flow		exchange
	hedge reserve		hedge reserve	hedge reserve		hedge reserve
	£m		£m	£m		£m
Continuing					****
Interest rate risk	(598)		—	(1,564)		—
Foreign exchange risk	1		(50)	(6)		15
De-designated
Interest rate risk	(438)		—	(437)		—
Foreign exchange risk	—		(699)	2		(663)
Total	(1,035)		(749)	(2,005)		(648)


	2025		2024
		Foreign		Foreign
	Cash flow	exchange hedge	Cash flow	exchange hedge
	hedge reserve	reserve	hedge reserve	reserve
	m	m	m	£m
Amount recognised in equity
Interest rate risk	50	—	(931)	—
Foreign exchange risk	19	(92)	59	122
Total	69	(92)	(872)	122

Amount transferred from equity to earnings
Interest rate risk to net interest income	912	—	1,562	—
Foreign exchange risk to net interest income	(21)	—	(73)	—
Foreign exchange risk to non interest income	—	(9)	—	19
Foreign exchange risk to operating expenses	8	—	5	—
Total	899	(9)	1,494	19

All values are in British Pounds.


NatWest Group Annual Report on Form 20-F 2025	221

Notes to the consolidated financial statements continued 14 Loan impairment provisions

There is a risk that customers and counterparties fail to meet their contractual obligation to settle outstanding amounts, for which we hold expected credit losses (ECL). The calculation of ECL considers historical, current, and forward-looking information to determine the amount we do not expect to recover. It considers losses on both defaulted exposures and performing exposures that may default in future. ECL is recognised on drawn exposures, loans commitments, and contingent liabilities. For accounting policy information refer to Accounting policy 2.3. Further disclosures on credit risk and information on ECL methodology are shown from pages 187 to 233.

Loan exposure and impairment metrics

The table below summarises loans and credit impairment measures within the scope of IFRS 9 Expected credit loss framework.


	2025	2024
	£m	£m
Loans - amortised cost and FVOCI (1,2)
Stage 1	386,651	363,821
Stage 2	38,582	40,474
Stage 3	4,683	5,930
Of which: individual	1,456	1,285
Of which: collective	3,227	4,645
	429,916	410,225
ECL provisions (3)
- Stage 1	614	598
- Stage 2	796	787
- Stage 3	2,175	2,040
Of which: individual	598	451
Of which: collective	1,577	1,589
	3,585	3,425
ECL provision coverage (4)
- Stage 1 (%)	0.16	0.16
- Stage 2 (%)	2.06	1.94
- Stage 3 (%)	46.44	34.40
	0.83	0.83
Continuing operations
Impairment (releases)/losses
ECL charge (5)	671	359
Stage 1	(204)	(438)
Stage 2	421	360
Stage 3	454	437
Of which: individual	188	192
Of which: collective	266	245
Amounts written off	579	654
Of which: individual	137	144
Of which: collective	442	510

(1)	The table shows gross loans only and excludes amounts that are outside the scope of the ECL framework. Refer to Financial instruments within the scope of the IFRS 9 ECL framework for further details. Other financial assets within the scope of the IFRS 9 ECL framework were cash and balances at central banks totalling £84.1 billion (2024 - £91.8 billion) and debt securities of £78.4 billion (2024 -- £62.4 billion).
(2)	Includes loans to customers and banks.
---	---
(3)	Includes £6 million (2024 - £4 million) related to assets classified as FVOCI and £0.1 billion (2024 - £0.1 billion) related to off-balance sheet exposures.
---	---
(4)	ECL provisions coverage is calculated as ECL provisions divided by loans – amortised cost and FVOCI. It is calculated on loans and total ECL provisions, including ECL for other (non-loan) assets and unutilised exposure. Some segments with a high proportion of debt securities or unutilised exposure may result in a not meaningful coverage ratio.
---	---
(5)	Includes a £6 million release (2024 - £12 million release) related to other financial assets, of which £1 million charge (2024 - £4 million release) related to assets classified as FVOCI; and £3 million charge (2024 - £5 million release) related to contingent liabilities.
---	---


NatWest Group Annual Report on Form 20-F 2025	222

Notes to the consolidated financial statements continued 14 Loan impairment provisions continued

Credit risk enhancement and mitigation

For information on Credit risk enhancement and mitigation held as security, refer to Risk and capital management – Credit risk enhancement and mitigation section.

Critical accounting policy: Loan impairment provisions

Accounting policy 2.3 sets out how the expected loss approach is applied. At 31 December 2025, impairment provisions amounted to £3,585 million (2024 - £3,425 million). A loan is impaired when there is objective evidence that the cash flows will not occur in the manner expected when the loan was advanced. Such evidence includes changes in the credit rating of a borrower, the failure to make payments in accordance with the loan agreement, significant reduction in the value of any security, breach of limits or covenants, and observable data about relevant macroeconomic measures.

The impairment loss is the difference between the carrying value of the loan and the present value of estimated future cash flows at the loan's original effective interest rate.

The measurement of credit impairment under the IFRS expected loss model depends on management's assessment of any potential deterioration in the creditworthiness of the borrower, its modelling of expected performance and the application of economic forecasts. All three elements require judgements that are potentially significant to the estimate of impairment losses. For further information and sensitivity analysis, refer to Risk and capital management - Measurement uncertainty and ECL sensitivity analysis section.

IFRS 9 models

Refer to Credit risk – IFRS 9 models section for further details.

Approach for multiple economic scenarios (MES)

The base scenario plays a greater part in the calculation of ECL than the approach to MES. Refer to Credit risk - Economic loss drivers - Probability weightings of scenarios section for further details.


NatWest Group Annual Report on Form 20-F 2025	223

Notes to the consolidated financial statements continued 15 Other financial assets

Other financial assets consist of debt securities, equity shares and loans that are not held for trading. Balances consist of local and central government securities, a part of NatWest Group’s liquidity portfolio.<br><br>For accounting policy information refer to Accounting policy 3.8.


	Debt securities
	Central and local government						Other				Equity
	UK		US		Other		debt		Total		shares		Loans		Total
2025	£m		£m		£m		£m		£m		£m		£m		£m
Mandatory fair value through profit or loss	—		—		—		631		631		1		409		1,041
Designated at fair value	—		—		—		3		3		—		—		3
Fair value through other comprehensive income (1)	14,117		5,128		6,403		16,241		41,889		121		158		42,168
Amortised cost	13,083		341		1,795		21,339		36,558		—		—		36,558
Total	27,200		5,469		8,198		38,214		79,081		122		567		79,770

2024
Mandatory fair value through profit or loss	—		—		—		1		1		4		793		798
Designated at fair value	—		—		2		3		5		—		—		5
Fair value through other comprehensive income (1)	13,281		4,587		6,192		13,476		37,536		247		60		37,843
Amortised cost	3,571		500		85		20,441		24,597		—		—		24,597
Total	16,852		5,087		6,279		33,921		62,139		251		853		63,243

(1)

Upon initial recognition, NatWest Group occasionally irrevocably designates some of its equity investments as equity instruments at FVOCI when they meet the definition of equity under IAS 32 Financial instruments: presentation, are not held for trading or they are held for strategic purposes. Such classification is determined on an instrument-by-instrument basis. Gains and losses on these equity instruments are not recycled to the income statement and dividends are recognised in profit or loss except when they represent a recovery of part of the cost of the instrument, in which case such gains are recorded in OCI. Equity instruments at FVOCI are not subject to an impairment assessment.

There were no significant acquisitions of equity shared in either year.

NatWest Group disposed of equity shares in Visa Inc £16 million (2024: £62 million), Permanent TSB p.l.c of £109 million, and Vodeno £45 million.

Dividends received on FVOCI equity shares during 2025 includes £58 million from OTCDERIV LIMITED.


NatWest Group Annual Report on Form 20-F 2025	224

Notes to the consolidated financial statements continued 16 Intangible assets

Intangible assets, such as internally generated software and goodwill generated on business combinations, are not physical in nature. This note presents the cost of the assets, which is the amount NatWest Group initially paid or incurred, additions and disposals during the year, and any amortisation or impairment. Amortisation is a charge that reflects the usage of the asset and impairment is a reduction in value arising from specific events identified during the year. For accounting policy information refer to Accounting policies 3.4 and 3.5.


	2025					2024
	Goodwill		Other (1)		Total	Goodwill	Other (1)	Total
Cost	£m		£m		£m	£m	£m	£m
At 1 January	10,086		4,782		14,868	10,090	4,447	14,537
Currency translation and other adjustments	—		59		59	(4)	(65)	(69)
Acquisitions of companies and businesses	—		—		—	—	—	—
Additions	—		617		617	—	614	614
Disposals and write-off of fully amortised assets	—		(9)		(9)	—	(214)	(214)
Reclassifications to assets held for sale (2)	(155)		(43)		(198)	—	—	—
At 31 December	9,931		5,406		15,337	10,086	4,782	14,868
Accumulated amortisation and impairment
At 1 January	4,411		2,869		7,280	4,410	2,513	6,923
Currency translation and other adjustments	—		66		66	—	(24)	(24)
Disposals and write-off of fully amortised assets	—		(5)		(5)	—	(201)	(201)
Impairment of intangible assets	—		23		23	1	20	21
Amortisation charge for the year	—		689		689	—	561	561
Reclassifications to assets held for sale (2)	—		(8)		(8)	—	—	—
At 31 December	4,411		3,634		8,045	4,411	2,869	7,280
Net book value at 31 December	5,520		1,772		7,292	5,675	1,913	7,588

(1)	Principally consists of internally generated software.
(2)	Being reclassification of goodwill associated with Cushon to assets held for sale.
---	---

Intangible assets and goodwill are reviewed for indicators of impairment. Intangible assets were impaired by £23 million in 2025 (2024 – £21 million).

NatWest Group’s goodwill acquired in business combinations is reviewed for impairment annually at 31 December by cash-generating unit (CGU): 2025 - Retail Banking £2,607 million (2024 - £2,607 million), Ring-Fenced Bank Commercial & Institutional £2,604 million (2024 - £2,604 million), Other £309 million (2024 - £464 million). Our CGUs represent the smallest group of assets to which we have allocated goodwill and reflect the lowest level at which we monitor goodwill post acquisition. Analysis by reportable segment is in Note 4 Segmental analysis.

Impairment testing involves the comparison of the carrying value of each CGU with its recoverable amount. The carrying values of the segments reflect the equity allocations made by management, which are consistent with NatWest Group’s capital targets. Recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants. Value in use is the present value of expected future cash flows from the CGU.

The recoverable amounts for all CGUs at 31 December 2025 were based on value in use, using management's latest five-year revenue and cost forecasts. These are discounted cash flow projections over five years. The forecast is then extrapolated in perpetuity using a long-term growth rate to compute a terminal value, which comprises the majority of the value in use. The long-term growth rates have been based on expected growth of the CGUs (2024 and 2025 – 1.4%). The 2025 pre-tax risk discount rates are informed by our view of the rates of relevant comparable companies using data from market brokers, our Capital Asset Pricing Model and the Warranted Equity Value method. Using the selected post - tax discount rate, the implied pre - tax discount rate is then determined for calculating the equivalent value in use figure. Pre - tax discount rates for the CGUs are: Retail Banking – 16% (2024 – 16%), Ring - Fenced Bank Commercial & Institutional and Private Banking & Wealth Management – 16.9% (2024 – 16)%, RBS International - 16.7% (2024 – 14.6%).


NatWest Group Annual Report on Form 20-F 2025	225

Notes to the consolidated financial statements continued 17 Other assets


Other assets are non-financial assets and reflect a grouping of assets that are not large enough to present separately on the balance sheet.


	2025	2024
	£m	£m
Interests in associates (1)	753	690
Property, plant and equipment (2)	4,282	3,967
Pension schemes in net surplus (Note 5)	234	190
Tax recoverable	71	7
Deferred tax (Note 7)	1,252	1,876
Assets of disposal groups	229	64
Other	1,678	1,602
Other assets	8,499	8,396

(1)	Includes interest in Business Growth Fund £730 million (2024 - £678 million).
(2)	The estimated useful lives of NatWest Group's property, plant and equipment are: freehold buildings and long leasehold 50 years, short leaseholds for unexpired period of lease, property adaptation costs 10 to 15 years, computer equipment up to 5 years and other equipment 4 to 15 years.
---	---

18 Other financial liabilities

Other financial liabilities consist of customer deposits designated at fair value and debt securities in issue.<br><br>For accounting policy information refer to Accounting policies 3.8 and 3.10.


	2025	2024
	£m	£m
Customer deposits
including repos	2,312	1,812
Debt securities in issue
- MRELs	25,441	23,998
- Other medium term notes	28,033	22,087
- Commercial paper and certificates of deposit	9,401	11,266
- Covered bonds	749	749
- Securitisation	1,663	1,175
Total	67,599	61,087


NatWest Group Annual Report on Form 20-F 2025	226

Notes to the consolidated financial statements continued 19 Subordinated liabilities

Subordinated liabilities are debt securities that, in the event of winding up or bankruptcy, rank below other liabilities for interest payments and repayment.<br><br>For accounting policy information refer to Accounting policies 3.8 and 3.10.


	2025	2024
	£m	£m
Dated loan capital	5,983	5,996
Undated loan capital	21	21
Preference shares	119	119
	6,123	6,136

Certain preference shares issued by the company are classified as liabilities; these securities remain subject to the capital maintenance rules of the Companies Act 2006.


		First call	Maturity	Capital		2025	2024
Dated loan capital		date	date	treatment		£m	£m
NatWest Group plc
£1,000 million	3.622% notes	May-25	Aug-30	Tier 2		—	1,006
£1,000 million	2.105% notes	Aug-26	Nov-31	Tier 2		1,002	1,001
€1,000 million	3.723% notes	Feb-30	Feb-35	Tier 2		898	—
$1,000 million	6.475% notes	Mar-29	Jun-34	Tier 2		746	799
$850 million	3.032% notes	Aug-30	Nov-35	Tier 2		547	550
€750 million	1.043% notes	Jun-27	Sep-32	Tier 2		656	624
€700 million	5.763% notes	Nov-28	Feb-34	Tier 2		640	608
£650 million	7.416% notes	Mar-28	Jun-33	Tier 2		655	644
£600 million	5.642% notes	Oct-29	Oct-34	Tier 2		605	608
						5,749	5,840

Other subsidiaries
€170 million	Floating rate notes	—	Feb-41	Not applicable		237	234
$150 million	7.125% notes	—	Oct-93	Not applicable		17	17
					****	6,003	6,091
Fair value hedging						(20)	(95)
						5,983	5,996

Undated loan capital
Other subsidiaries
£31 million	7.380% notes	—	—	Not applicable		1	1
£16 million	5.630% notes	Sep-26	—	Not applicable		17	17
£4.9 million	2.500% fixed notes	—	—	Not applicable		3	3
						21	21

Preference shares
Other subsidiaries
£140 million	Non-cumulative preference shares of £1	—	—	Not applicable		119	119
						119	119

Total						6,123	6,136


NatWest Group Annual Report on Form 20-F 2025	227

Notes to the consolidated financial statements continued 20 Other liabilities

Other liabilities are amounts due to third parties that are not financial liabilities, including lease liabilities held at amortised cost. Other liabilities represent, for example, amounts due for goods and services that have been received but not invoiced, tax due to HMRC, and retirement benefit liabilities. Liabilities which have a level of uncertainty regarding their timing or the future cost to settle them are included in other liabilities as provisions for liabilities and charges.


	2025	2024
Other liabilities	£m	£m
Lease liabilities	535	630
Provisions for liabilities and charges	619	864
Retirement benefit liabilities (Note 5)	78	80
Accruals	1,350	1,353
Deferred income	422	394
Current tax	76	263
Deferred tax (Note 7)	104	99
Other liabilities (1)	842	918
Total	4,026	4,601

(1)	Other liabilities include liabilities of disposal groups of £27 million (2024 - nil).


				Litigation
		Customer		and other				Commitments
		redress		regulatory		Property		and guarantees		Other (1)		Total
Provisions for liabilities and charges		£m		£m		£m		£m		£m		£m
At 1 January 2025	****	420	****	128	****	90	****	55	****	171	****	864
Expected credit loss impairment release		—		—		—		3		—		3
Currency translation and other movements		1		(7)		—		—		3		(3)
Charge to income statement		78		39		26		—		220		363
Release to income statement	****	(42)	****	(50)	****	(24)	****	—	****	(46)	****	(162)
Provisions utilised	****	(175)	****	(46)	****	(19)	****	—	****	(206)	****	(446)
At 31 December 2025	****	282	****	64	****	73	****	58	****	142	****	619

(1)	Other materially comprises provisions for restructuring costs and provision for Bank of England Levy.

Provisions are liabilities of uncertain timing or amount and are recognised when there is a present obligation as a result of a past event, the outflow of economic benefit is probable and the outflow can be estimated reliably. Any difference between the final outcome and the amounts provided will affect the reported results in the period when the matter is resolved.

For accounting policy information refer to Accounting policy 3.12.

Background information on all material provisions is given in Note 25.


NatWest Group Annual Report on Form 20-F 2025	228

Notes to the consolidated financial statements continued 21 Share capital and other equity

Share capital consists of ordinary shares and preference shares and is measured as the number of shares allotted and fully paid, multiplied by the nominal value of a share. Other equity includes paid-in equity, merger reserve, capital redemption reserve and own shares held.<br><br>For accounting policy information refer to Accounting policy 3.10.


				Number of shares
	2025	2024		2025	2024
Allotted, called up and fully paid	£m	£m		000s	000s
Ordinary shares of 1.0769 (1)	8,860	8,972	****	8,227,042	8,331,145
Cumulative preference shares of 1	0.5	0.5	****	483.0	483.0

All values are in British Pounds.

(1)	The nominal value of ordinary shares without rounding is £1.076923076923077 per share.


			Number of shares
Movement in allotted, called up and fully paid ordinary shares	£m		000s
At 31 December 2023	9,683	****	8,991,737
Share cancellation	(711)		(660,592)
At 31 December 2024	8,972		8,331,145
Share cancellation	(112)		(104,103)
At 31 December 2025	8,860		8,227,042

Ordinary shares

There is no authorised share capital under the company’s constitution. At 31 December 2025, the directors had authority granted at the 2025 Annual General Meeting (AGM) to issue up to £435 million nominal of ordinary shares other than by pre-emption to existing shareholders.


NatWest Group Annual Report on Form 20-F 2025	229

Notes to the consolidated financial statements continued 21 Share capital and other equity continued

On-market purchases

At the AGM in 2025, shareholders renewed the authority (2025 Authority) for the company to make on-market purchases of up to 807,750,182 ordinary shares. The directors used the 2025 Authority to carry out a share buyback programme (the 2025 Programme) of up to £750 million, as announced to the market on 28 July 2025.

The 2025 Programme started on 28 July 2025 and will end no later than 13 February 2026, provided that the term of the 2025 Programme may be extended to end no later than 13 March 2026 to account for any days where usual trading has not been possible because of market events during the term of the 2025 Programme.

As at 31 December 2025, 104,103,117 ordinary shares (nominal value £112,111,049) have been purchased by the company under the 2025 Programme at a volume weighted average price of 551.8173 pence per ordinary share for a total consideration of £574,458,965. All of the purchased ordinary shares were cancelled, representing 1.27% of the company’s issued ordinary share capital.

Off-market purchases

The authority from shareholders to make off-market purchases of ordinary shares from HMT (or its nominee) was renewed at the 2025 AGM.

The company did not make any off-market purchases under this authority in 2025.

Dividends

In 2025 NatWest Group paid an interim dividend of £768 million, or 9.5 pence per ordinary share (2024 – £498 million, or 6 pence per ordinary share).

The company has announced that the directors have recommended a final dividend of £1.8 billion, or 23.0 pence per ordinary share (2024 – £1.2 billion, or 15.5 pence per ordinary share). The final dividend recommended by directors is subject to shareholders’ approval at the AGM on 28 April 2026. If approved, payment will be made on 5 May 2026 to shareholders on the register at the close of business on 20 March 2026. The ex- dividend date will be 19 March 2026.

Cumulative preference shares

At the AGM in 2025, shareholders renewed the authority for the company to make an off-market purchase of its preference shares. Shareholders will be asked to renew the authority at the AGM in 2026.


NatWest Group Annual Report on Form 20-F 2025	230

Notes to the consolidated financial statements continued 21 Share capital and other equity continued

Other equity


	2025	2024	2023
	£m	£m	£m
Additional Tier 1 notes
1.15 billion 8.000% notes callable August 2025	—	736	735
1.50 billion 6.000% notes callable
December 2025 - June 2026	—	1,220	1,220
1.00 billion 5.125% notes callable May - November 2027 (1)	998	998	998
0.40 billion 4.5% notes callable March 2028 (2)	399	399	399
0.75 billion 4.6% notes callable June 2031 (3)	539	539	538
0.75 billion 7.50% notes callable February 2032 (4)	748	—	—
1.00 billion 8.125% notes callable November 2033 (5)	798	798	—
0.75 billion 7.3% notes callable November 2034 (6)	590	590	—
0.50 billion 7.625% notes callable February 2035 (7)	499	—	—
	4,571	5,280	3,890

All values are in British Pounds.

(1)	Issued in November 2020. In the event of conversion, converted into ordinary shares at a price of £1.764 per share.
(2)	Issued in March 2021. In the event of conversion, converted into ordinary shares at a price of £1.764 per share.
---	---
(3)	Issued in June 2021. In the event of conversion, converted into ordinary shares at a price of $2.462 (translated at applicable exchange rate) per share.
---	---
(4)	Issued in March 2025. In the event of conversion, converted into ordinary shares at a price of £1.764 per share.
---	---
(5)	Issued in May 2024. In the event of conversion, converted into ordinary shares at a price of $2.205 (translated at applicable exchange rate) per share.
---	---
(6)	Issued in November 2024. In the event of conversion, converted into ordinary shares at a price of $2.226 (translated at applicable exchange rate) per share.
---	---
(7)	Issued in September 2025. In the event of conversion, converted into ordinary shares at a price of £1.764 per share.
---	---

Paid-in equity - comprises equity instruments issued by the company other than those legally constituted as shares.

Additional Tier 1 instruments issued by NatWest Group plc having the legal form of debt are classified as equity under IFRS. The coupons on these instruments are non-cumulative and payable at the company’s discretion. In the event NatWest Group’s CET1 ratio falls below 7% any outstanding instruments will be converted into ordinary shares at a fixed price.

Capital recognised for regulatory purposes cannot be redeemed without Prudential Regulation Authority consent. This includes ordinary shares, preference shares and Additional Tier 1 instruments.

Merger reserve - the merger reserve comprises the premium on shares issued to acquire NatWest Bank Plc less goodwill amortisation charged under previous GAAP.

Capital redemption reserve - under UK companies legislation, when shares are redeemed or purchased wholly or partly out of the company’s profits, the amount by which the company’s issued share capital is diminished must be transferred to the capital redemption reserve. The capital maintenance provisions of UK companies legislation apply to the capital redemption reserve as if it were part of the company’s paid up share capital. The nominal value of the shares bought back from market during 2025 and via the Programme during 2025 have been transferred to the Capital redemption reserve.

Own shares held - at 31 December 2025, 10 million ordinary shares of £1.0769 each of the company (2024 – 11 million) were held by employee share trusts in respect of share awards and options granted to employees. During 2025, the employee share trusts purchased no ordinary shares and delivered 1 million ordinary shares in satisfaction of the exercise of options and the vesting of share awards under the employee share plans. The company retains the flexibility to use newly issued shares, shares purchased by the NatWest Group Employee Share Ownership Trust and any available treasury shares to satisfy obligations under its employee share plans.

The company does not use performance conditions or targets based on earnings per share (EPS), total shareholder return (TSR), and net asset value (NAV) in connection with its employee share plans.

The company has used a total of 56 million treasury shares in 2025 to satisfy the exercise of options and the vesting of share awards under the employee share plans. The balance of ordinary shares held in treasury as at 31 December 2025 was 221 million.

NatWest Group plc optimises capital efficiency by maintaining reserves in subsidiaries, including regulated entities. Certain preference shares and subordinated debt are also included within regulatory capital. The remittance of reserves to the company or the redemption of shares or subordinated capital by regulated entities may be subject to maintaining the capital resources required by the relevant regulator.

UK law prescribes that only the reserves of the company are taken into account for the purpose of making distributions and in determining permissible applications of the share premium account.


NatWest Group Annual Report on Form 20-F 2025	231

Notes to the consolidated financial statements continued

22 Structured entities

A structured entity (SE) is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, for example, when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. SEs are usually established for a specific, limited purpose. They do not carry out a business or trade and typically have no employees.

Securitisations

In a securitisation, assets, or interests in a pool of assets, are transferred, or the credit risk is transferred via a derivative or financial guarantee to a SE which then issues liabilities to third party investors.

NatWest Group’s involvement in client securitisations takes a number of forms. It may provide secured finance to, or purchase asset-backed notes from, client sponsored SEs secured on assets transferred by the client entity; purchase asset backed securities issued by client sponsored SEs in the primary or secondary markets; or provide liquidity facilities to client sponsored SEs. In addition, NatWest Group arranges or acts as lead manager or placement agent in client primary markets securitisations. NatWest Group provides portfolio structured derivative hedging solutions to clients. NatWest Group undertakes own-asset securitisations to transfer the credit risk on portfolios of financial assets. In 2025 NatWest Group transacted an own-asset RMBS via a sponsored unconsolidated SE, resulting in £2.1 billion of residential mortgage assets being derecognised from the NatWest Group balance sheet.

Other credit risk transfer securitisations

NatWest Group transfers credit risk on originated loans and mortgages without the transfer of assets to a SE. As part of this, NatWest Group enters into credit derivative and financial guarantee contracts with consolidated SEs. At 31 December 2025, debt securities in issue by such SEs (and held by third parties) were £1,663 million (2024 – £1,175 million). The associated loans and mortgages at 31 December 2025 were £24,535 million (2024 - £13,226 million). At 31 December, ECL in relation to non-defaulted assets was reduced by £43 million (2024 - £43 million) as a result of financial guarantee contracts with consolidated SEs.

Covered debt programme

Group companies have assigned loans to customers and debt investments to bankruptcy remote limited liability partnerships to provide security for issues of debt securities. NatWest Group retains all of the risks and rewards of these assets and continues to recognise them. The partnerships are consolidated by NatWest Group and the related covered bonds included within other financial liabilities. At 31 December 2025, £8,278 million (2024 - £9,668 million) of loans to customers provided security for debt securities in issue and other borrowing of £2,935 million (2024 - £2,305 million).

Lending of own issued securities

Where the NatWest Group issues and retains debt securities it does not recognise them. From time to time the NatWest Group issues, retains, and lends debt securities under bespoke securities lending and repurchase financing arrangements. Under standard terms in the UK and US markets, the recipient has an unrestricted right to sell or repledge collateral, subject to returning equivalent securities on maturity of the transaction. NatWest Group retains all of the risks and rewards of own issued liabilities lent or sold under such arrangements and, where the ability of the recipient to sell or pledge the asset is restricted under a bespoke arrangement, does not recognise them. At 31 December 2025, £4,580 million (2024 - £4,715 million) of secured own issued liabilities have been retained and lent under securities lending and repurchase financing arrangements, total retained secured own issued liabilities £8,156 million (2024 – £6,956 million). At 31 December 2025, £5,071 million (2024 - £4,878 million) of loans and other debt instruments provided security for secured own issued liabilities that have been retained and lent under securities lending and repurchase financing arrangements, total loans and other debt instruments providing security for retained secured own issued liabilities £10,872 million (2024 – £10,770 million).


NatWest Group Annual Report on Form 20-F 2025	232

Notes to the consolidated financial statements continued 22 Structured entities continued

Unconsolidated structured entities

The term 'unconsolidated structured entities' refers to structured entities not controlled by NatWest Group, and which are established either by NatWest Group or a third party. An interest in a structured entity is any form of contractual or non-contractual involvement which creates variability in returns for NatWest Group arising from the performance of the entity. Such interests include holdings of debt or equity securities, derivatives that transfer financial risks from the entity to NatWest Group, provision of lending and loan commitments, financial guarantees and investment management agreements. NatWest Group enters into transactions with unconsolidated structured entities in the normal course of business to facilitate customer transactions, to provide risk management services and for specific investment opportunities. Structured entities may take the form of funds, trusts, partnerships, securitisation vehicles, and private investment companies. NatWest Group considers itself to be the sponsor of a structured entity where it is primarily involved in the set up and design of the entity and where NatWest Group transfers assets to the entity, markets products associated with the entity in its own name, and/or provides guarantees in relation to the performance of the entity.

The nature and extent of NatWest Group's interests in unconsolidated structured entities is summarised in the following table:


	2025					2024
	Asset-backed		Investment			Asset-backed	Investment
	securitisation		funds and			securitisation	funds and
	vehicles		other		Total	vehicles	other	Total
	£m		£m		£m	£m	£m	£m
Assets
Trading assets	122		28		150	252	216	468
Derivatives	96		—		96	94	—	94
Loans to customers	7,471		1,736		9,207	5,399	1,601	7,000
Other financial assets	17,504		723		18,227	15,744	923	16,667
Total	25,193		2,487		27,680	21,489	2,740	24,229

Liabilities
Derivatives	82		2		84	153	8	161
Total	82		2		84	153	8	161

Off balance sheet
Liquidity facilities/loan commitments	2,374		416	****	2,790	2,134	457	2,591
Guarantees	—		546		546	—	104	104
Total	2,374		962		3,336	2,134	561	2,695

Maximum exposure	27,485		3,447		30,932	23,470	3,293	26,763


NatWest Group Annual Report on Form 20-F 2025	233

Notes to the consolidated financial statements continued 23 Asset transfers and collateral received

This note provides an overview of assets that have been transferred but where the NatWest Group retains substantially all the risks and rewards of the transferred assets and therefore continues to recognize them on balance sheet. This note also provides an overview of collateral received by NatWest Group, which the Group is permitted to sell or re - pledge.

Transfers that do not qualify for derecognition

NatWest Group enters into securities repurchase, lending and total return transactions in accordance with normal market practice which includes the provision of additional collateral if necessary. Under standard terms in the UK and US markets, the recipient has an unrestricted right to sell or repledge collateral, subject to returning equivalent securities on settlement of the transaction.

Securities sold under repurchase transactions and transactions with the substance of securities repurchase agreements are not derecognised if NatWest Group retains substantially all the risks and rewards of ownership. The fair value (and carrying value) of securities transferred under such transactions included on the balance sheet are set out below. All of these securities could be sold or repledged by the holder.


	2025	2024
The following assets have failed derecognition (1)	£m	£m
Trading assets	8,210	7,708
Loans to bank - amortised cost	29	70
Loans to customers - amortised cost	110	45
Other financial assets	19,854	13,174
Total	28,203	20,997

(1)	Associated liabilities were £27,478 million (2024 - £20,394 million).

Assets pledged as collateral

NatWest Group pledges collateral with its counterparties in respect of derivative liabilities, bank and stock borrowings and other transactions. Under standard arrangements the counterparty has the right to sell or repledge the collateral. Where the NatWest Group retains exposure to the significant risks and rewards of the transferred collateral it is not derecognised from the NatWest Group balance sheet and continues to be disclosed within either Trading Assets, Loans to Customers or Other Financial Assets.


	2025	2024
Assets pledged against liabilities	£m	£m
Trading assets	7,894	10,288
Loans to customers - amortised cost	16,052	19,030
Other financial assets (1)	5,648	4,451
Total	29,594	33,769

(1)	Includes assets pledged for pension derivatives and £524 million of debt securities under the continuing control of NWB Plc. This follows the agreement between NWB Plc and the Group Pension Fund to establish a bankruptcy remote reservoir trust to hold these assets. Refer to Note 5 for additional information.

As part of the covered debt programme £8,278 million of loans to customers and other debt instruments (2024 – £9,668 million) have been transferred to bankruptcy remote limited liability partnerships within the NatWest Group to provide collateral for issuances of debt securities and other borrowings by the NatWest Group of £2,935 million (2024 – £2,305 million). Refer to Note 22.

Collateral received

The fair value of assets accepted as collateral relating primarily to standard securities lending, reverse repurchase agreements, swaps of securities and derivatives margining that NatWest Group is permitted to sell or repledge in the absence of default was £113,866 million (2024: £110,151 million).The fair value of any such collateral sold or repledged was £70,284 million (2024: £61,530 million).

NatWest Group is obliged to return equivalent securities. These transactions are conducted under terms that are usual and customary to standard securities lending, reverse repurchase agreements, swaps of securities and derivative margining.


NatWest Group Annual Report on Form 20-F 2025	234

Notes to the consolidated financial statements continued 24 Capital resources

NatWest Group’s regulatory capital is assessed against minimum requirements that are set out under the UK Capital Requirements Regulation to determine the strength of its capital base. This note shows a reconciliation of shareholders’ equity to regulatory capital.


	2025	2024
	£m	£m
Shareholders’ equity (excluding non-controlling interests)
Shareholders’ equity	42,599	39,350
Other equity instruments	(4,571)	(5,280)
	38,028	34,070
Regulatory adjustments and deductions
Own credit	42	28
Defined benefit pension fund adjustment	(187)	(147)
Cash flow hedging reserve	752	1,443
Deferred tax assets	(804)	(1,084)
Prudential valuation adjustments	(167)	(230)
Goodwill and other intangible assets	(7,386)	(7,544)
Expected loss less impairment	(89)	(27)
Foreseeable ordinary dividends	(1,837)	(1,249)
Adjustment for trust assets (1)	(365)	(365)
Foreseeable charges (2)	(921)	—
Adjustment under IFRS 9 transitional arrangements	—	33
	(10,962)	(9,142)
CET1 capital	27,066	24,928
Additional Tier 1 (AT1) capital
Qualifying instruments and related share premium	4,555	5,259
AT1 capital	4,555	5,259
Tier 1 capital	31,621	30,187
Qualifying Tier 2 capital
Qualifying instruments and related share premium	5,754	5,918
Tier 2 capital	5,754	5,918
Total regulatory capital	37,375	36,105

(1)	Prudent deduction in respect of agreement with the pension fund to establish legal structure to remove dividend linked contribution. Refer to Notes 5 and 32.
(2)	For December 2025, the foreseeable charge of £921 million relates to share buybacks (£750 million relating to FY 2025, £171 million relating to H1 2025).
---	---

It is NatWest Group policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, NatWest Group has regard to the supervisory requirements of the PRA. The PRA uses capital ratios as a measure of capital adequacy in the UK banking sector, comparing a bank’s capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are weighted to reflect the inherent credit and other risks); by international agreement, the Pillar 1 capital ratios should be not less than 8% with a Common Equity Tier 1 component of not less than 4.5%. NatWest Group has complied with the PRA’s capital requirements throughout the year.

A number of subsidiaries and sub-groups within NatWest Group, principally banking entities, are subject to various individual regulatory capital requirements in the UK and overseas. Furthermore, the payment of dividends by subsidiaries and the ability of members of NatWest Group to lend money to other members of NatWest Group may be subject to restrictions such as local regulatory or legal requirements, the availability of reserves and financial and operating performance.


NatWest Group Annual Report on Form 20-F 2025	235

Notes to the consolidated financial statements continued 25 Memorandum items

Contingent liabilities and commitments

NatWest Group provides its customers with a variety of services to support their businesses, such as guarantees. These are reported as commitments. Contingent liabilities are possible obligations dependent on a future event or present obligations which are either not probable or cannot be measured reliably.

The amounts shown in the table below are intended only to provide an indication of the volume of business outstanding at 31 December 2025. Although NatWest Group is exposed to credit risk in the event of a customer’s failure to meet its obligations, the amounts shown do not, and are not intended to, provide any indication of NatWest Group’s expectation of future losses.


		2025	2024
		£m	£m
Contingent liabilities and commitments
Guarantees	****	2,810	3,060
Other contingent liabilities	****	1,548	1,496
Standby facilities, credit lines and other commitments	****	142,765	135,405
Total	****	147,123	139,961

Banking commitments and contingent obligations, which have been entered into on behalf of customers and for which there are corresponding obligations from customers, are not included in assets and liabilities. NatWest Group’s maximum exposure to credit loss, in the event of its obligation crystallising and all counterclaims, collateral or security proving valueless, is represented by the contractual nominal amount of these instruments included in the table above. These commitments and contingent obligations are subject to NatWest Group’s normal credit approval processes.

Guarantees – NatWest Group gives guarantees on behalf of customers. A financial guarantee represents an irrevocable undertaking that NatWest Group will meet a customer’s specified obligations to a third party if the customer fails to do so. The maximum amount that NatWest Group could be required to pay under a guarantee is its principal amount as disclosed in the table above. NatWest Group expects most guarantees it provides to expire unused.

Other contingent liabilities - these include standby letters of credit, supporting customer debt issues and contingent liabilities relating to customer trading activities such as those arising from performance and customs bonds, warranties and indemnities.

Standby facilities and credit lines - under a loan commitment, NatWest Group agrees to make funds available to a customer in the future. Loan commitments, which are usually for a specified term, may be unconditionally cancellable or may persist, provided all conditions in the loan facility are satisfied or waived. Commitments to lend include commercial standby facilities and credit lines, liquidity facilities to commercial paper conduits and unutilised overdraft facilities.

Other commitments - these include documentary credits, which are commercial letters of credit providing for payment by NatWest Group to a named beneficiary against presentation of specified documents, forward asset purchases, forward deposits placed and undrawn note issuance and revolving underwriting facilities, and other short-term trade related transactions.

Contractual obligations for future expenditure not provided for in the accounts

The following table shows contractual obligations for future expenditure not provided for in the accounts at the year end.


	2025	2024
	£m	£m
Capital expenditure on property, plant and equipment	12	14
Contracts to purchase goods or services (1)	1,188	1,160
	1,200	1,174

(1)	Of which due within 1 year: £477 million (2024 - £356 million).


NatWest Group Annual Report on Form 20-F 2025	236

Notes to the consolidated financial statements continued 25 Memorandum items continued

Trustee and other fiduciary activities

In its capacity as trustee or other fiduciary role, NatWest Group may hold or place assets on behalf of individuals, trusts, companies, pension schemes and others. The assets and their income are not included in NatWest Group’s financial statements. NatWest Group earned fee income of £339 million (2024 - £302 million; 2023 - £264 million) from these activities.

The Financial Services Compensation Scheme

The Financial Services Compensation Scheme (FSCS), the UK’s statutory fund of last resort for customers of authorised financial services firms, pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the industry. In relation to protected deposits, each deposit-taking institution contributes towards these levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March), subject to annual maxima set by the Prudential Regulation Authority. In addition, the FSCS has the power to raise levies on a firm that has ceased to participate in the scheme and is in the process of ceasing to be authorised for the costs that it would have been liable to pay had the FSCS made a levy in the financial year it ceased to be a participant in the scheme.

Litigation and regulatory matters

NatWest Group plc and certain members of NatWest Group are party to various legal proceedings and are involved in, or subject to, various regulatory matters, including as the subject of investigations and other regulatory and governmental action (Matters) in the United Kingdom (UK), the United States (US), the European Union (EU) and other jurisdictions.

NatWest Group recognises a provision for a liability in relation to these Matters when it is probable that an outflow of economic benefits will be required to settle an obligation resulting from past events, and a reliable estimate can be made of the amount of the obligation.

In many of the Matters, it is not possible to determine whether any loss is probable, or to estimate reliably the amount of any loss, either as a direct consequence of the relevant proceedings and regulatory matters or as a result of adverse impacts or restrictions on NatWest Group’s reputation, businesses and operations. Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and document production exercises and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before the probability of a liability, if any, arising can reasonably be estimated in respect of any Matter. NatWest Group cannot predict if, how, or when such claims will be resolved or what the eventual settlement, damages, fine, penalty or other relief, if any, may be, particularly for Matters that are at an early stage in their development or where claimants seek substantial or indeterminate damages.

There are situations where NatWest Group may pursue an approach that in some instances leads to a settlement agreement. This may occur in order to avoid the expense, management distraction or reputational implications of continuing to contest liability, or in order to take account of the risks inherent in defending or contesting Matters, even for those for which NatWest Group believes it has credible defences and should prevail on the merits. The uncertainties inherent in all Matters affect the amount and timing of any potential economic outflows for both Matters with respect to which provisions have been established and other contingent liabilities in respect of any such Matter.

It is not practicable to provide an aggregate estimate of potential liability for our Matters as a class of contingent liabilities.

The future economic outflow in respect of any Matter may ultimately prove to be substantially greater than, or less than, the aggregate provision, if any, that NatWest Group has recognised in respect of such Matter. Where a reliable estimate of the economic outflow cannot be reasonably made, no provision has been recognised. NatWest Group expects that in future periods, additional provisions and economic outflows relating to Matters that may or may not be currently known by NatWest Group will be necessary, in amounts that are expected to be substantial in some instances. Refer to Note 20 for information on material provisions.

Matters which are, or could be, material, either individually or in aggregate, having regard to NatWest Group, considered as a whole, in which NatWest Group is currently involved are set out below. We have provided information on the procedural history of certain Matters, where we believe appropriate, to aid the understanding of the Matter.

For a discussion of certain risks associated with NatWest Group’s litigation and regulatory matters (including the Matters), refer to the Risk Factor relating to legal, regulatory and governmental actions and investigations set out on page 286.


NatWest Group Annual Report on Form 20-F 2025	237

Notes to the consolidated financial statements continued 25 Memorandum items continued

Litigation

London Interbank Offered Rate (LIBOR) and other rates litigation

NatWest Group plc and certain other members of NatWest Group, including NWM Plc, are defendants in a number of claims pending in the United States District Court for the Southern District of New York (SDNY) with respect to the setting of USD LIBOR. The complainants allege that certain members of NatWest Group and other panel banks violated various federal laws, including the US commodities and antitrust laws, and state statutory and common law, as well as contracts, by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means.

The co-ordinated proceeding in the SDNY relating to USD LIBOR now includes one remaining class action, which is on behalf of persons who purchased LIBOR-linked instruments from defendants and bonds issued by defendants, as well as two non-class actions.

On 25 September 2025, the SDNY granted summary judgment to the defendants on the issue of liability and dismissed all claims in both the class action and the non-class actions. The decision is being appealed in the United States Court of Appeals for the Second Circuit (US Court of Appeals).

In addition to the USD LIBOR cases described above, there is a class action relating to derivatives allegedly tied to JPY LIBOR and Euroyen TIBOR, which was dismissed by the SDNY in relation to NWM Plc and other NatWest Group companies in September 2021. That dismissal is now the subject of an appeal to the US Court of Appeals.

Two other IBOR-related class actions involving NWM Plc, concerning alleged manipulation of Euribor and Pound Sterling LIBOR, were previously dismissed by the SDNY for various reasons.

On 22 August 2025, the US Court of Appeals reversed the SDNY’s decision in the Euribor case, reinstating claims against NWM plc. That case has therefore returned to the SDNY for further proceedings.

On 15 September 2025, the US Court of Appeals affirmed the SDNY’s dismissal of the Pound Sterling LIBOR case.


NatWest Group Annual Report on Form 20-F 2025	238

Notes to the consolidated financial statements continued 25 Memorandum items continued

Foreign exchange litigation

NatWest Group plc, NWM Plc and/or NWMSI are defendants in several cases relating to NWM Plc’s foreign exchange (FX) business.

In May 2019, a cartel class action was filed in the Federal Court of Australia against NWM Plc and four other banks on behalf of persons who bought or sold currency through FX spots or forwards between 1 January 2008 and 15 October 2013 with a total transaction value exceeding AUD 0.5 million. The claimant has alleged that the banks, including NWM Plc, contravened Australian competition law by sharing information, coordinating conduct, widening spreads and manipulating FX rates for certain currency pairs during this period. NatWest Group plc and NWMSI have been named in the action as 'other cartel participants' but are not respondents.

In May 2025, NWM Plc executed an agreement to settle the claim in the Federal Court of Australia, which the court approved in August 2025. The settlement amount is covered in full by an existing provision.

In July and December 2019, two separate applications seeking opt-out collective proceedings orders were filed in the UK Competition Appeal Tribunal (CAT) against NatWest Group plc, NWM Plc and other banks. Both applications were brought on behalf of persons who, between 18 December 2007 and 31 January 2013, entered into a relevant FX spot or outright forward transaction in the European Economic Area with a relevant financial institution or on an electronic communications network.

In March 2022, the CAT declined to certify either application as collective proceedings on an opt-out basis. This decision was appealed by the applicants and was the subject of an application for judicial review.

The CAT, in its judgment, allowed the applicants three months in which to reformulate their claims as opt-in claims.

In its amended judgment in November 2023, the Court of Appeal allowed the appeal and decided that the claims should proceed on an opt-out basis. Separately, the court determined which of the two competing applicants can proceed as class representative and dismissed the application for judicial review of the CAT’s decision. The other applicant has discontinued its claim and withdrawn from the proceedings. The banks sought permission to appeal the Court of Appeal decision directly to the UK Supreme Court, which was granted in April 2024. The appeal was heard in April 2025.

In December 2025, the UK Supreme Court reinstated the CAT’s decision to refuse the application for a collective proceedings order on an opt-out basis.

Two motions to certify FX-related class actions were filed in the Tel Aviv District Court in Israel in September and October 2018 and were subsequently consolidated into one motion. The consolidated motion to certify, which names The Royal Bank of Scotland plc (now NWM Plc) and several other banks as defendants, was served on NWM Plc in May 2020.

The applicants sought the court’s permission to amend their motions to certify the class actions. NWM Plc filed a motion challenging the permission granted by the court for the applicants to serve the consolidated motion outside the Israeli jurisdiction. That NWM Plc motion remains pending. In February 2024, NWM Plc executed an agreement to settle the claim, subject to court approval. The settlement amount is covered in full by an existing provision.

In December 2021, a summons was served in the Netherlands against NatWest Group plc, NWM Plc and NWM N.V. by Stichting FX Claims on behalf of a number of parties, seeking declarations from the court concerning liability for anti-competitive FX market conduct described in decisions of the European Commission (EC) of 16 May 2019, along with unspecified damages. The claimant amended its claim to also refer to a 2 December 2021 decision by the EC, which described anti-competitive FX market conduct. NatWest Group plc, NWM Plc and other defendants contested the jurisdiction of the Dutch court. In March 2023, the district court in Amsterdam accepted that it has jurisdiction to hear claims against NWM N.V. but refused jurisdiction to hear any claims against the other defendant banks (including NatWest Group plc and NWM Plc) brought on behalf of the parties represented by the claimant that are domiciled outside of the Netherlands. The claimant is appealing that decision. The defendant banks have brought cross-appeals which seek a ruling that the Dutch court has no jurisdiction to hear any claims against the defendant banks domiciled outside of the Netherlands, irrespective of whether the claim has been brought on behalf of a party represented by the claimant that is domiciled within or outside of the Netherlands. The Amsterdam Court of Appeal has stayed these appeal proceedings until the Court of Justice of the European Union has answered preliminary questions that have been referred to it in another matter.

In September 2023, a second summons was served by Stichting FX Claims on NatWest Group plc, NWM Plc and NWM N.V., on behalf of a new group of parties. The claimant seeks declarations from the district court in Amsterdam concerning liability for anti-competitive FX market conduct described in the above referenced decisions of the EC of 16 May 2019 and 2 December 2021, along with unspecified damages. NatWest Group plc, NWM Plc and other defendants are contesting the Dutch court's jurisdiction. The district court has stayed the proceedings pending judgment in the above-mentioned appeals.


NatWest Group Annual Report on Form 20-F 2025	239

Notes to the consolidated financial statements continued 25 Memorandum items continued

In January 2025, a third summons was served by Stichting FX Claims on NatWest Group plc, NWM Plc and NWM N.V., on behalf of another new group of parties. The claimant seeks similar declarations from the district court in Amsterdam to those being sought in the above-mentioned claims, along with unspecified damages.

NatWest Group plc, NWM Plc and other defendants are contesting the Dutch court's jurisdiction. The district court has stayed the proceedings pending judgment in the above-mentioned appeals.

Certain other foreign exchange transaction related claims have been or may be threatened. NatWest Group cannot predict whether all or any of these claims will be pursued.

Swaps antitrust litigation

NWM Plc and other members of NatWest Group, including NatWest Group plc, as well as a number of other interest rate swap dealers, are defendants in several cases pending in the SDNY alleging violations of the US antitrust laws in the market for interest rate swaps. Three swap execution facilities (TeraExchange, Javelin, and trueEx) allege that they would have successfully established exchange-like trading of interest rate swaps if the defendants had not unlawfully conspired to prevent that from happening through boycotts and other means. Discovery is complete though expert discovery is ongoing.

In June 2021, a class action antitrust complaint was filed against a number of credit default swap dealers in New Mexico federal court on behalf of persons who, from 2005 onwards, settled credit default swaps in the United States by reference to the ISDA credit default swap auction protocol. The complaint alleges that the defendants conspired to manipulate that benchmark through various means in violation of the antitrust laws and the Commodity Exchange Act.

In May 2025, the US Court of Appeals affirmed a January 2024 decision by the SDNY which barred the plaintiffs in the New Mexico case from pursuing claims based on conduct occurring before 30 June 2014 on the ground that such claims were extinguished by a 2015 settlement agreement that resolved a prior class action relating to credit default swaps.

The case in New Mexico (which had been stayed pending the appeal of the SDNY’s decision) has now resumed. The defendants have filed a motion to dismiss, which is pending.

Odd lot corporate bond trading antitrust litigation

On 2 September 2025, the SDNY dismissed the class action antitrust complaint alleging that, from August 2006 onwards, various securities dealers, including NWMSI, conspired artificially to widen spreads for odd lots of corporate bonds bought or sold in the United States secondary market and to boycott electronic trading platforms that would have allegedly promoted pricing competition in the market for such bonds. The plaintiffs did not appeal the SDNY’s decision and the case is now closed.

Spoofing litigation

In December 2021, three substantially similar class actions complaints were filed in federal court in the United States against NWM Plc and NWMSI alleging Commodity Exchange Act and common law unjust enrichment claims arising from manipulative trading known as spoofing. The complaints refer to NWM Plc’s December 2021 spoofing-related guilty plea (described below under “US investigations relating to fixed-income securities”) and purport to assert claims on behalf of those who transacted in US Treasury securities and futures and options on US Treasury securities between 2008 and 2018.

In July 2022, the defendants filed a motion to dismiss these claims, which have been consolidated into one matter in the United States District Court for the Northern District of Illinois. The motion to dismiss remains pending.

Madoff

NWM N.V. was named as a defendant in two actions filed by the trustee for the bankrupt estates of Bernard L. Madoff and Bernard L. Madoff Investment Securities LLC, in bankruptcy court in New York, which together seek to clawback more than US$300 million (plus pre-judgment interest) that NWM N.V. allegedly received from certain Madoff feeder funds and certain swap counterparties.

The claims were previously dismissed, but as a result of an August 2021 decision by the US Court of Appeals, they are now proceeding in the discovery phase in the bankruptcy court, where they have been consolidated into one action.


NatWest Group Annual Report on Form 20-F 2025	240

Notes to the consolidated financial statements continued 25 Memorandum items continued

Offshoring VAT assessments

HMRC, as part of an industry-wide review, issued protective tax assessments in 2018 against NatWest Group plc totalling £143 million relating to unpaid VAT in respect of the UK branches of two NatWest Group companies registered in India for the period from 1 January 2014 until 31 December 2017 inclusive. NatWest Group formally requested reconsideration by HMRC of their assessments, and this process was completed in November 2020. HMRC upheld their original decision and, as a result, NatWest Group plc lodged an appeal with the Tax Tribunal and an application for judicial review with the High Court of Justice of England and Wales, both in December 2020. In order to lodge the appeal with the Tax Tribunal, NatWest Group plc was required to pay amounts totalling £153 million (including statutory interest) to HMRC in December 2020 and May 2022. The appeal and the application for judicial review were previously stayed behind a separate case involving another bank.

NatWest Group plc was informed in late 2024 that the other bank had settled its case with HMRC by agreement. NatWest Group plc is progressing its appeal before the Tax Tribunal in its own name. NatWest Group plc will also continue to review next steps relevant to the judicial review.

The amount of £153 million continues to be recognised as an asset that NatWest Group plc expects to recover. Since 1 January 2018, NatWest Group plc has paid VAT on intra-group supplies from the India-registered NatWest Group companies.

US Anti-Terrorism Act litigation

NWM N.V. and certain other financial institutions are defendants in several actions filed by a number of US nationals (or their estates, survivors, or heirs), most of whom are, or were, US military personnel who were killed or injured in attacks in Iraq between 2003 and 2011. NWM Plc is also a defendant in some of these cases.

According to the plaintiffs’ allegations, the defendants are liable for damages arising from the attacks because they allegedly conspired with and/or aided and abetted Iran and certain Iranian banks to assist Iran in transferring money to Hezbollah and the Iraqi terror cells that committed the attacks, in violation of the US Anti-Terrorism Act, by agreeing to engage in ‘stripping’ of transactions initiated by the Iranian banks so that the Iranian nexus to the transactions would not be detected.

The first of these actions, alleging conspiracy claims but not aiding and abetting claims, was filed in the United States District Court for the Eastern District of New York in November 2014. In September 2019, the district court dismissed the case, finding that the claims were deficient for several reasons, including lack of sufficient allegations as to the alleged conspiracy and causation. In January 2023, the US Court of Appeals affirmed the district court’s dismissal of this case.

On 30 September 2025, the district court denied a motion by the plaintiffs to re-open the case to assert aiding and abetting claims that they previously did not assert. Another action, filed in the SDNY in 2017, which asserted both conspiracy and aiding and abetting claims, was dismissed by the SDNY in March 2019 on similar grounds as the first case, but remains subject to appeal to the US Court of Appeals.

Other follow-on actions that are substantially similar to those described above are pending in the same courts.

1MDB litigation

A Malaysian court claim was served in Switzerland in November 2022 by 1MDB, a sovereign wealth fund, in which Coutts & Co Ltd was named, along with six others, as a defendant in respect of losses allegedly incurred by 1MDB.

It is claimed that Coutts & Co Ltd is liable as a constructive trustee for having dishonestly assisted the directors of 1MDB in the breach of their fiduciary duties by failing (amongst other alleged claims) to undertake due diligence in relation to a customer of Coutts & Co Ltd, through which funds totalling c.US$1 billion were received and paid out between 2009 and 2011. 1MDB sought the return of that amount plus interest.

Coutts & Co Ltd filed an application in January 2023 challenging the validity of service and the Malaysian court’s jurisdiction to hear the claim, and a hearing took place in February 2024. In March 2024, the court granted that application. 1MDB appealed that decision and a prior decision by the court not to allow them to discontinue their claim. Both appeals were scheduled to be heard in November 2025 but did not progress as 1MDB withdrew their appeal and discontinued the claim.

Coutts & Co Ltd (a subsidiary of RBS Netherlands Holdings B.V., which in turn is a subsidiary of NWM Plc) is a company registered in Switzerland and is in wind-down following the announced sale of its business assets in 2015.


NatWest Group Annual Report on Form 20-F 2025	241

Notes to the consolidated financial statements continued 25 Memorandum items continued

Oracle Securities Litigation

On 14 January 2026, a class action complaint was filed in New York state court against Oracle Corporation and the underwriters of a September 2025 bond offering by Oracle, including NWMSI. The complaint alleges that the offering documents for the bonds were materially misleading because they failed to disclose that, at the time of the bond offering, Oracle was already planning to further increase its debt to fund its Artificial Intelligence infrastructure expansion.

The complaint seeks damages under the U.S. Securities Act of 1933 (the ‘Securities Act’), as amended, on behalf of those who purchased Oracle’s bonds. In connection with the bond offering, Oracle agreed to indemnify the underwriters against certain potential liabilities, including disclosure-based liability under the Securities Act.

Tandanor Litigation in Argentina

In October 2012, a claim was filed in the District Court of Buenos Aires by ‘Argentina Talleres Navales Dársena Norte Sociedad Anónima Comercial, Industrial y Naviera’ (“Tandanor”) (a naval repair business) against what is now the Representative Office of The Royal Bank of Scotland NV, Argentine Branch (in liquidation) (the “Representative Office”) and eleven private individuals. (The Representative Office inherited the claim from Banco Holandés Unido, Argentine Branch.) The claim, which was unquantified, sought damages for alleged fraudulent conduct during Tandanor’s privatisation, which concluded in 1993. The Representative Office’s participation in the privatisation was 2.9%. The Argentine Ministry of Defence joined Tandanor as a plaintiff in 2014.

The claim was dismissed on limitation grounds in 2018, and the plaintiffs were unsuccessful in subsequent appeals. In November 2024, however, the Argentine Supreme Court set the appealed judgments aside and, in June 2025, the Argentine Federal Court of Appeal returned the case to the Argentine Federal District Court for further consideration. In December 2025, the plaintiffs filed an update quantifying damages at USD 1.1 billion. The Representative Office continues to defend the claim and has requested a hearing.

Regulatory matters (including investigations and customer redress programmes)

NatWest Group's businesses and financial condition can be affected by the actions of various governmental and regulatory authorities in the UK, the US, the EU and elsewhere. NatWest Group has engaged, and will continue to engage, in discussions with relevant governmental and regulatory authorities, including in the UK, the US, the EU and elsewhere, on an ongoing and regular basis, and in response to informal and formal inquiries or investigations, regarding operational, systems and control evaluations and issues including those related to compliance with applicable laws and regulations, including consumer protection, investment advice, business conduct, competition/anti-trust, VAT recovery, anti-bribery, anti-money laundering and sanctions regimes. NatWest Group expects government and regulatory intervention in financial services to be high for the foreseeable future, including increased scrutiny from competition and other regulators in the retail and SME business sectors.

Any matters discussed or identified during such discussions and inquiries may result in, among other things, further inquiry or investigation, other action being taken by governmental and regulatory authorities, increased costs being incurred by NatWest Group, remediation of systems and controls, public or private censure, restriction of NatWest Group's business activities and/or fines. Any of the events or circumstances mentioned in this paragraph or below could have a material adverse effect on NatWest Group, its business, authorisations and licences, reputation, results of operations or the price of securities issued by it, or lead to material additional provisions being taken.

NatWest Group is co-operating fully with the matters described below.


NatWest Group Annual Report on Form 20-F 2025	242

Notes to the consolidated financial statements continued 25 Memorandum items continued

US investigations relating to fixed-income securities

In December 2021, NWM Plc pled guilty in the United States District Court for the District of Connecticut to one count of wire fraud and one count of securities fraud in connection with historical spoofing conduct by former employees in US Treasuries markets between January 2008 and May 2014 and, separately, during approximately three months in 2018. The 2018 trading occurred during the term of a non-prosecution agreement (NPA) between NWMSI and the United States Attorney’s Office for the District of Connecticut (USAO CT), under which non-prosecution was conditioned on NWMSI and affiliated companies not engaging in criminal conduct during the term of the NPA. The relevant trading in 2018 was conducted by two NWM traders in Singapore and breached that NPA. The plea agreement reached with the US Department of Justice (DOJ) and the USAO CT resolved both the spoofing conduct and the breach of the NPA.

The DOJ and USAO CT paused the monitorship in May 2025 and, following a review, determined that a monitorship was no longer necessary as a result of NWM’s notable progress in strengthening its compliance programme, certain of NWM’s remedial improvements, internal controls, and the status of implementation of Monitor recommendations, and that reporting by NWM to the DOJ and USAO CT on its continued compliance programme progress provided an appropriate degree of oversight. The court approved the agreement and extended NWM’s obligations under the plea agreement and probation until December 2026.

In the event that NWM Plc does not meet its obligations to the DOJ, this may lead to adverse consequences such as increased costs, findings that NWM Plc violated its probation term, and possible re-sentencing, amongst other consequences. Other material adverse collateral consequences may occur as a result of this matter, as further described in the Risk Factor relating to legal, regulatory and governmental actions and investigations set out on page 286 of the NatWest Group plc Annual Report on Form 20-F.

Investment advice review

In October 2019, the FCA notified NatWest Group of its intention to appoint a Skilled Person under section 166 of the Financial Services and Markets Act 2000 to conduct a review of whether NatWest Group’s past business review of investment advice provided during 2010 to 2015 was subject to appropriate governance and accountability and led to appropriate customer outcomes. The Skilled Person’s review has concluded and, after discussion with the FCA, NatWest Group is undertaking additional review / remediation work, which is expected to conclude in H1 2026.

Review and investigation of treatment of tracker mortgage customers in Ulster Bank Ireland DAC

In December 2015, correspondence was received from the Central Bank of Ireland setting out an industry examination framework in respect of the sale of tracker mortgages from approximately 2001 until the end of 2015.

The redress and compensation process has now largely concluded, although a small number of cases remain outstanding relating to uncontactable customers.

Ulydien (formerly UBIDAC) customers have lodged tracker mortgage complaints with the Financial Services and Pensions Ombudsman (FSPO). UBIDAC challenged three FSPO adjudications in the Irish High Court. In June 2023, the High Court found in favour of the FSPO in all matters. UBIDAC appealed that decision to the Court of Appeal. In September 2024, the Court of Appeal allowed UBIDAC’s appeal and set aside certain findings of the FSPO. The Court of Appeal directed one aspect of the FSPO decisions to be remitted to the FSPO for its consideration following an oral hearing.

Decisions are awaited from the FSPO in respect of these cases.

Other customer remediation in Ulster Bank Ireland DAC

Ulydien identified other legacy issues leading to the establishment of remediation requirements, and progress is ongoing to conclude activities.


NatWest Group Annual Report on Form 20-F 2025	243

Notes to the consolidated financial statements continued

26 Non-cash and other items

This note shows non-cash items adjusted for in the cash flow statement and movement in operating assets and liabilities.


		2025	2024	2023
		£m	£m	£m
Impairment losses		671	359	572
Depreciation and amortisation		1,154	1,058	934
Change in fair value taken to profit or loss of other financial assets		33	274	(584)
Change in fair value taken to profit or loss of other financial liabilities and subordinated liabilities		517	200	831
Foreign exchange recycling losses/(gains)		28	77	(484)
Elimination of foreign exchange differences		(1,673)	1,525	312
Income receivable on other financial assets		(3,138)	(2,459)	(1,415)
Loss on sale of other financial assets		8	21	44
Share of (profit)/loss of associates		(68)	(19)	9
(Gain)/loss on sale of other assets and net assets and liabilities		(7)	(23)	125
Interest payable on MRELs and subordinated liabilities		1,340	1,407	1,352
Gain on redemption of own debt		—	—	(3)
Charges and releases of provisions		201	330	313
Change in fair value of cash flow hedges		899	1,494	1,021
Other non-cash items		126	35	59
Defined benefit pension schemes		93	86	122
Non-cash and other items		184	4,365	3,208
Change in operating assets and liabilities
Change in trading assets		197	(5,331)	327
Change in derivative assets		17,687	(373)	20,826
Change in settlement balance assets		1,440	5,146	(4,659)
Change in loans to banks		(950)	278	752
Change in loans to customers		(16,846)	(17,173)	(15,626)
Change in other financial assets		292	(92)	132
Change in other assets		(81)	133	(213)
Change in assets of disposal groups		—	106	412
Change in bank deposits		12,640	9,262	1,749
Change in customer deposits		6,848	2,113	(18,964)
Change in settlement balance liabilities		(787)	(4,916)	4,633
Change in trading liabilities		(5,694)	1,078	828
Change in derivative liabilities		(18,108)	(313)	(21,652)
Change in other financial liabilities		5,090	3,640	6,564
Change in notes in circulation		(152)	79	19
Change in other liabilities		(604)	(904)	(807)
Change in operating assets and liabilities		972	(7,267)	(25,679)


NatWest Group Annual Report on Form 20-F 2025	244

Notes to the consolidated financial statements continued 27 Analysis of the net investment in business interests and intangible assets

This note shows cash flows relating to obtaining or losing significant influence in associates or control of subsidiaries and net assets and liabilities purchased and sold.<br><br>These cash flows are presented as investing activities on the cash flow statement.


	2025	2024	2023
	m	m	£m
Fair value given for business acquired	—	—	(139)
Acquisition of interest in associates	(14)	(4)	—
Additional investment in associates	—	(1)	(5)
Cash paid for assets and liabilities purchased	244	(2,296)	—
Net inflow/(outflow) of cash in respect of acquisitions	230	(2,301)	(144)

Disposal of net assets and liabilities	—	1,003	5,560
Loss on disposal of net assets and liabilities	—	(8)	(87)
Net inflow of cash in respect of disposals	—	995	5,473

Dividends received from associate	19	1	16
Net cash expenditure on intangible assets	(617)	(614)	(744)
Net (outflow)/inflow of cash	(368)	(1,919)	4,601

All values are in British Pounds.

28 Analysis of changes in financing during the year

This note shows cash flows and non-cash movements relating to the financing activities of the Group, including movements in share capital, share premium, paid-in equity, subordinated liabilities and MRELs.


	Share capital, share premium,
	and paid-in equity			Subordinated liabilities			MREL instruments
	2025	2024	2023	2025	2024	2023	2025	2024	2023
	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	15,413	14,734	15,590	6,136	5,714	6,260	23,998	21,660	22,265
Issued	1,248	1,390	—	828	1,386	611	4,864	5,051	3,973
Redeemed	(1,957)			(1,000)	(999)	(1,250)	(3,177)	(2,854)	(4,236)
Interest paid				(267)	(459)	(439)	(1,035)	(885)	(844)
Net cash flows from financing activities	(709)	1,390	—	(439)	(72)	(1,078)	652	1,312	(1,107)
Shares repurchased	(112)	(711)	(856)
Effects of foreign exchange				16	(54)	(166)	(666)	(49)	(987)
Changes in fair value				127	76	230	390	124	601
Loss on redemption of own debt				—	—	(3)	—
Interest payable				279	465	464	1,061	942	888
Other				4	7	7	6	9	—
At 31 December	14,592	15,413	14,734	6,123	6,136	5,714	25,441	23,998	21,660


NatWest Group Annual Report on Form 20-F 2025	245

Notes to the consolidated financial statements continued 29 Analysis of cash and cash equivalents

Non-cash and other add back items and movements in operating assets and liabilities are adjusted for in the cash flow statement. Loans to banks and treasury bills with an original maturity of less than three months that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.


	2025	2024	2023
	£m	£m	£m
Cash and balances at central banks	85,182	92,994	104,262
Trading assets (1)	4,703	6,886	8,851
Other financial assets	631	—	139
Loans to banks	4,917	4,965	5,572
Cash and cash equivalents	95,433	104,845	118,824

(1)	Includes cash collateral posted with bank counterparties in respect of derivative liabilities of £2,647 million (2024 - £3,660 million; 2023 - £4,434 million).

Certain members of NatWest Group are required by law or regulation to maintain balances with the central banks in the jurisdictions in which they operate. NatWest Markets N.V. had mandatory reserve deposits with De Nederlandsche Bank N.V. of €100 million (2024 - €95 million, 2023 - €132 million). The Royal Bank of Scotland International Limited had balances with Central Bank of Luxembourg of £79 million (2024 - £111 million, 2023 - £135 million).

30 Directors' and key management remuneration

Directors and key management are remunerated for services rendered in the period. The executive directors may participate in the company's long-term incentive plans, executive share option and Sharesave schemes and details of their interests in the company's shares arising from their participation are given in the Directors' remuneration report. Details of the remuneration received by each director are also given in the Directors' remuneration report.

Key management comprises members of the NatWest Group plc and NWH Ltd Boards, members of the NatWest Group plc and NWH Ltd Executive Committees, and the Chief Executives of NatWest Markets Plc and RBS International (Holdings) Limited. This is on the basis that these individuals have been identified as Persons Discharging Managerial Responsibilities of NatWest Group plc under the new governance structure.


	2025	2024
Directors' remuneration	£000	£000
Non-executive directors emoluments	1,638	1,547
Chair and executive directors emoluments	7,519	6,425
	9,157	7,972
Amounts receivable under long-term incentive plans and share option plans	3,279	1,471
Total	12,436	9,443

Compensation of key management

The aggregate remuneration of directors and other members of key management during the year was as follows:


	2025	2024
	£000	£000
Short-term benefits	23,380	20,862
Post-employment benefits	683	643
Share-based payments	10,801	5,624
	34,864	27,129

Short term benefits include benefits expected to be settled wholly within twelve months of balance sheet date. Post-employment benefits include defined benefit contributions for active members and pension funding to support contributions to the defined contribution schemes. Share-based payments include awards vested under rewards schemes.


NatWest Group Annual Report on Form 20-F 2025	246

Notes to the consolidated financial statements continued 31 Transactions with directors and key management

This note presents information relating to any transactions with directors and key management. Key management comprises directors of the company and Persons Discharging Managerial Responsibilities (PDMRs) of NatWest Group plc.

For the purposes of IAS 24 Related party disclosures, key management comprises directors of the company and PDMRs of NatWest Group plc. Key management have banking relationships with NatWest Group entities which are entered into in the normal course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or present other unfavourable features.

Amounts in the table below are attributed to each person at their highest level of NatWest Group key management, and relate to those who were key management at any time during the financial period.


	At 31 December
	2025	2024
	£000	£000
Loans to customers - amortised cost	2,631	3,538
Customer deposits	52,378	39,431

At 31 December 2025, amounts outstanding in relation to transactions, arrangements and agreements entered into by authorised institutions in NatWest Group, as defined in UK legislation, were £2,582,333 in respect of loans to six persons who were directors of the company at any time during the financial period.

32 Related parties

A related party is a person or entity that is related to the entity that is preparing its financial statements. This includes subsidiaries, associates, joint ventures, post-employment benefits plans, Key management personnel and their close family members and entities controlled by them. Transactions between an entity and any related party are disclosed in the financial statements in accordance with both accounting standards and relevant listing rules to ensure readers are aware of how financial statements may be affected by these transactions.

UK Government

In May 2025, the UK Government through His Majesty’s Treasury (HMT) sold its remaining shareholding in NatWest Group plc. Under UK listing rules the UK Government and UK Government-controlled bodies remained related parties until 12 July 2025, 12 months after the UK Government shareholding in NatWest Group plc fell below 20%.

NatWest Group enters into transactions with many of these bodies. Transactions include the payment of: taxes – principally UK corporation tax (Note 7) and value added tax; national insurance contributions; local authority rates; and regulatory fees and levies (including the UK bank levy Note 3) and FSCS levy (Note 25) - together with banking transactions such as loans and deposits undertaken in the normal course of banker-customer relationships.

Bank of England facilities

NatWest Group may participate in a number of schemes operated by the Bank of England in the normal course of business.

In March 2024 Bank of England Levy replaced the Cash Ratio Deposit scheme. Members of NatWest Group that are UK authorised institutions having eligible liabilities greater than £600 million are required to pay the levy. They also have access to Bank of England reserve accounts: sterling current accounts that earn interest at the Bank of England Base rate.

NatWest Group provides guarantees for certain subsidiaries, liabilities to the Bank of England.

Other Related Parties

In accordance with IAS 24, transactions or balances between NatWest Group entities that have been eliminated on consolidation are not reported.

The primary financial statements of the parent company include transactions and balances with its subsidiaries which have been further disclosed in the relevant notes.


NatWest Group Annual Report on Form 20-F 2025	247

Notes to the consolidated financial statements continued 32 Related parties continued

Associates, joint ventures (JVs) and equity investments

In their roles as providers of finance, NatWest Group companies provide development and other types of capital support to businesses. These investments are made in the normal course of business. To further strategic partnerships, NatWest Group may seek to invest in third parties or allow third parties to hold a minority interest in a subsidiary of NatWest Group. We disclose as related parties for associates and joint ventures and where equity interest are over 10%. Ongoing business transactions with these entities are on normal commercial terms.

Amounts included in the NatWest Group financial statements, in aggregate, by category of related party are as follows:


		Associates and		Equity
		joint ventures		shares (1)		Total
31 December 2025		£m		£m		£m
Investments		753	****	1	****	754
Loans to customers - amortised cost		—	****	4	****	4
Customer deposits		1	****	—	****	1
Other comprehensive income		—		33		33
Other operating income		69	****	10	****	79


31 December 2024
Investments	690	122	812
Loans to customers - amortised cost	—	4	4
Customer deposits	1	1	2
Other comprehensive income	—	(22)	(22)
Other operating income	19	—	19

(1)Represents investments in entities where ownership is more than 10%

Post employment benefits

NatWest Group recharges NatWest Group Pension Fund with the cost of pension management services incurred by it. NatWest Group Pension Fund holds bank accounts held with the NatWest Group plc. At 31 December 2025 these balances amounted to £44.1 million (2024 - £43.2 million).

NatWest Group Pension fund also holds certain interest rate swaps, inflation swaps, credit derivatives, cross currency swaps and forward exchange rate agreements where subsidiaries of NatWest Group act as counterparties. These transactions are on commercial terms and carried out on an arms-length basis.

During February 2023, NatWest Group entered into an agreement to establish a new legal structure to hold assets, consolidated on NatWest Group’s balance sheet, to meet potential future contributions required by the Main section of the Group’ Pension Fund. This transaction required transfer of £471 million to the Reservoir Trust after the final dividend for 2022 approved by shareholders. This transaction does not create a pension liability with the Main section of the Group Pension Fund. Refer to details in Note 5 and in Material contracts information on pages 294 and 295.


NatWest Group Annual Report on Form 20-F 2025	248

Notes to the consolidated financial statements continued 33 Post balance sheet events

A post balance sheet event is an event that takes place between the reporting date and the date of approval of the financial statements. Significant events are included in the financial statements either to provide new information about conditions that existed at 31 December 2025 (reporting date), including estimates used to prepare the financial statements (known as an adjusting event) or to provide new information about conditions that did not exist at 31 December 2025 (non-adjusting events). This note provides information relating to material non-adjusting events.

On 9 February 2026, NatWest Group plc announced that it had reached an agreement to acquire Evelyn Partners for an enterprise value of £2.7 billion. Evelyn Partners is a leading integrated wealth management and financial planning firm with approximately £69 billion of assets under management and administration. The transaction is expected to complete in the summer of 2026, subject to regulatory approval.

As part of the ongoing on - market share buyback programme, NatWest Group plc has repurchased and cancelled a further 23.99 million shares since December 2025 for a total consideration (excluding fees) of £156.76 million.

Other than as disclosed in the accounts, there have been no other significant events subsequent to 31 December 2025 which would require a change or additional disclosure.


NatWest Group Annual Report on Form 20-F 2025	249

Non-IFRS financial measures

NatWest Group prepares its financial statements in accordance with UK-adopted International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). This document contains a number of non-IFRS measures, or alternative performance measures, defined under the European Securities and Markets Authority (ESMA) guidance, or non-GAAP financial measures in accordance with the Securities and Exchange Commission (SEC) regulations. These measures are adjusted for notable and other defined items which management believes are not representative of the underlying performance of the business and which distort period-on-period comparison. The non-IFRS measures provide users of the financial statements with a consistent basis for comparing business performance between financial periods and information on elements of performance that are one-off in nature. The non-IFRS measures also include the basis of calculation for metrics that are used throughout the banking industry. These non-IFRS measures are not a substitute for IFRS measures and a reconciliation to the closest IFRS measure is presented where appropriate.

Measure	Description
Cost:income ratio (excl. litigation and conduct)<br><br>Refer to table 2. Cost:income ratio (excl. litigation and conduct) on page 253.	The cost:income ratio (excl. litigation and conduct) is calculated as other operating expenses (operating expenses less litigation and conduct costs) divided by total income. Litigation and conduct costs are excluded as they are one-off in nature, difficult to forecast for Outlook purposes and distort period-on-period comparisons.
Customer deposits excluding central items<br><br>Refer to Segment performance on pages 17-18 for components of calculation.	Customer deposits excluding central items is calculated as total NatWest Group customer deposits excluding Central items & other customer deposits. Central items & other includes Treasury repo activity. The exclusion of Central items & other removes the volatility relating to Treasury repo activity and the reduction of deposits as part of our withdrawal from the Republic of Ireland.<br><br>These items may distort period-on-period comparisons and their removal gives the user of the financial statements a better understanding of the movements in customer deposits.
Funded assets<br><br>Refer to Consolidated balance sheet on page 154 for components of calculation.	Funded assets is calculated as total assets less derivative assets. This measure allows review of balance sheet trends exclusive of the volatility associated with derivative fair values.
Loan:deposit ratio (excl. repos and reverse repos)<br><br>Refer to table 5. Loan:deposit ratio (excl. repos and reverse repos) on page 255.	Loan:deposit ratio (excl. repos and reverse repos) is calculated as net customer loans - amortised cost excluding reverse repos divided by total customer deposits excluding repos. This metric is used to assess liquidity.<br><br>The removal of repos and reverse repos reduces volatility and presents the ratio on a basis that is comparable to UK peers. The nearest ratio using IFRS measures is: loan:deposit ratio. This is calculated as net loans to customers - amortised cost divided by customer deposits.
NatWest Group Return on Tangible Equity<br><br>Refer to table 7. NatWest Group Return on Tangible Equity on page 255.	NatWest Group Return on Tangible Equity comprises annualised profit or loss for the period attributable to ordinary shareholders divided by average tangible equity. Average tangible equity is average total equity excluding average non-controlling interests, average other owners’ equity and average intangible assets. This measure shows the return NatWest Group generates on tangible equity deployed. It is used to determine relative performance of banks and used widely across the sector, although different banks may calculate the rate differently. The nearest ratio using IFRS measures is return on equity - this comprises profit attributable to ordinary shareholders divided by average total equity.


NatWest Group Annual Report on Form 20-F 2025	250

Non-IFRS financial measures continued

Measure	Description
Net interest margin and average interest earning assets<br><br>Refer to Segment performance on pages 17-18 for components of calculation.	Net interest margin is net interest income, as a percentage of average interest earning assets (IEA). Average IEA are average IEA of the banking business of NatWest Group and primarily consists of cash and balances at central banks, loans to banks - amortised cost, loans to customers - amortised cost and other financial assets. It excludes trading balances and assets in treasury repurchase agreements that have not been derecognised. Average IEA shows the average asset base generating interest over the period.
Net loans to customers excluding central items<br><br>Refer to Segment performance on pages 17-18 for components of calculation.	Net loans to customers excluding central items is calculated as total NatWest Group net loans to customers excluding Central items & other net loans to customers. Central items & other includes Treasury reverse repo activity. The exclusion of Central items & other removes the volatility relating to Treasury reverse repo activity and the reduction of loans to customers as part of our withdrawal from the Republic of Ireland.<br><br>This allows for better period-on-period comparisons and gives the user of the financial statements a better understanding of the movements in net loans to customers.
Operating expenses excluding litigation and conduct<br><br>Refer to table 4. Operating expenses excluding litigation and conduct on page 254.	The management analysis of operating expenses shows litigation and conduct costs separately. These amounts are included within staff costs and other administrative expenses in the statutory analysis. Other operating expenses excludes litigation and conduct costs, which are more volatile and may distort period-on-period comparisons.
Segment return on equity<br><br>Refer to table 8. Segment return on equity on page 256.	Segment return on equity comprises segmental operating profit or loss, adjusted for paid-in equity and tax, divided by average notional equity. Average RWAe is defined as average segmental RWAs incorporating the effect of capital deductions. This is multiplied by an allocated equity factor for each segment to calculate the average notional equity. This measure shows the return generated by operating segments on equity deployed.
Tangible net asset value (TNAV) per ordinary share<br><br>Refer to table 3. Tangible net asset value (TNAV) per ordinary share on page 254.	TNAV per ordinary share is calculated as tangible equity divided by the number of ordinary shares in issue. This is a measure used by external analysts in valuing the bank and allows for comparison with other per ordinary share metrics including the share price. The nearest ratio using IFRS measures is: net asset value (NAV) per ordinary share - this comprises ordinary shareholders’ interests divided by the number of ordinary shares in issue.
Total customer assets and liabilities (CAL)<br><br>Refer to table 6. Total customer assets and liabilities (CAL) on page 255.	CAL comprises customer deposits and gross loans to customers (amortised cost), across the Retail Banking, Private Banking & Wealth Management and Commercial & Institutional segments. For the Private Banking & Wealth Management segment, CAL also includes AUMA, with an adjustment to deduct investment cash to avoid double counting, as investment cash is recognised within both customer deposits and AUMA.<br><br>The components of CAL are key drivers of income and provide a measure of growth and strength of the business on a comparable basis.
Total income excluding notable items<br><br>Refer to table 1. Total income excluding notable items on page 252.	Total income excluding notable items is calculated as total income less notable items. The exclusion of notable items aims to remove the impact of one-offs and other items which may distort period-on-period comparisons.


NatWest Group Annual Report on Form 20-F 2025	251

Non-IFRS financial measures continued 1. Total income excluding notable items


		2025	2024	2023
		£m	£m	£m
Continuing operations
Total income	****	16,641	14,703	14,752
Less notable items:	****
Commercial & Institutional
Own credit adjustments (OCA)		1	(9)	(2)
Tax interest on prior periods		—	—	3
Dividend received on restructuring of a strategic investment		51	—	—
Central items & other
Liquidity Asset Bond sale (losses)/gains		—	—	(43)
Share of gains/(losses) of associate - Business Growth Fund		70	21	(4)
Property strategy update		—	—	(69)
Interest and foreign exchange management derivatives not in hedge accounting relationships		185	150	79
Foreign exchange recycling (losses)/gains		(27)	(76)	484
Loss on reclassification to disposal groups under IFRS 5		(39)	—	—
Tax interest on prior periods		—	(31)	(35)
		241	55	413
Total income excluding notable items	****	16,400	14,648	14,339


NatWest Group Annual Report on Form 20-F 2025	252

Non-IFRS financial measures continued 2. Cost:income ratio (excl. litigation and conduct)



		2025		2024		2023
		£m		£m		£m
Continuing operations			****
Operating expenses	****	8,262	****	8,149		7,996
Less litigation and conduct costs	****	(167)	****	(295)		(355)
Other operating expenses	****	8,095	****	7,854		7,641

Total income	****	16,641	****	14,703		14,752

Cost:income ratio		49.6	%	55.4	%	54.2	%
Cost:income ratio (excl. litigation and conduct)	****	48.6	%	53.4	%	51.8	%


NatWest Group Annual Report on Form 20-F 2025	253

Non-IFRS financial measures continued 3. Tangible net asset value (TNAV) per ordinary share



	31 December	31 December
	2025	2024
Ordinary shareholders’ interests (m)	38,028	34,070
Less intangible assets (m)	(7,292)	(7,588)
Tangible equity (m)	30,736	26,482

Ordinary shares in issue (millions) (1)	7,995	8,043

NAV per ordinary share (pence)	476p	424p
TNAV per ordinary share (pence)	384p	329p

All values are in British Pounds.

(1)	The number of ordinary shares in issue excludes own shares held.

4. Operating expenses excluding litigation and conduct


		Litigation		Other		Total
		and conduct		operating		operating
		costs		expenses		expenses
Year ended 31 December 2025		£m		£m		£m
Continuing operations
Staff expenses	****	64	****	4,110	****	4,174
Premises and equipment	****	6	****	1,285	****	1,291
Depreciation and amortisation	****	—	****	1,154	****	1,154
Other administrative expenses	****	97	****	1,546	****	1,643
Total	****	167	****	8,095	****	8,262

Year ended 31 December 2024
Continuing operations
Staff expenses		64		3,997		4,061
Premises and equipment		—		1,211		1,211
Depreciation and amortisation		—		1,058		1,058
Other administrative expenses		231		1,588		1,819
Total		295		7,854		8,149

Year ended 31 December 2023
Continuing operations
Staff expenses		62		3,839		3,901
Premises and equipment		—		1,153		1,153
Depreciation and amortisation		—		934		934
Other administrative expenses		293		1,715		2,008
Total		355		7,641		7,996


NatWest Group Annual Report on Form 20-F 2025	254

Non-IFRS financial measures continued 5. Loan:deposit ratio (excl. repos and reverse repos)


		As at
		31 December		31 December		31 December
		2025		2024		2023
		£m		£m		m
Loans to customers - amortised cost	****	418,881	****	400,326		381,433
Less reverse repos	****	(32,817)	****	(34,846)		(27,117)
Loans to customers - amortised cost (excl. reverse repos)	****	386,064	****	365,480		354,316

Customer deposits	****	442,998	****	433,490		431,377
Less repos	****	(1,796)	****	(1,363)		(10,844)
Customer deposits (excl. repos)	****	441,202	****	432,127		420,533

Loan:deposit ratio		95	%	92	%	88
Loan:deposit ratio (excl. repos and reverse repos)	****	88	%	85	%	84

All values are in British Pounds.

6. Total customer assets and liabilities (CAL)


			Private Banking
		Retail	& Wealth	Commercial &
		Banking	Management	Institutional	Total
As at 31 December 2025		£bn	£bn	£bn	£bn
Gross loans and advances to customers		217.9	19.0	155.8	392.7
Customer deposits		202.6	42.7	196.4	441.7
Assets under management and administration (AUMA)		—	58.5	—	58.5
Less investment cash included in both customer deposits and AUMA		—	(1.2)	—	(1.2)
CAL		420.5	119.0	352.2	891.7

As at December 2024
Gross loans and advances to customers	****	210.1	18.3	143.4	371.8
Customer deposits	****	194.8	42.4	194.1	431.3
Assets under management and administration (AUMA)	****	—	48.9	—	48.9
Less investment cash included in both customer deposits and AUMA	****	—	(1.1)	—	(1.1)
CAL	****	404.9	108.5	337.5	850.9

7. NatWest Group Return on Tangible Equity


		Year ended or as at
		31 December		31 December
		2025		2024
		£m		m
Profit attributable to ordinary shareholders		5,479		4,519

Average total equity	****	41,506	****	38,018
Adjustment for other owners' equity and intangible assets	****	(12,952)	****	(12,226)
Adjusted total tangible equity	****	28,554	****	25,792

Return on equity		13.2	%	11.9
Return on Tangible Equity	****	19.2	%	17.5

All values are in British Pounds.


NatWest Group Annual Report on Form 20-F 2025	255

Non-IFRS financial measures continued 8. Segment return on equity


	Retail	****	Private Banking	****	Commercial &
Year ended 31 December 2025	Banking	****	& Wealth Management	****	Institutional
Operating profit (m)	3,121	****	394	****	4,064
Paid-in equity cost allocation (m)	(99)	****	(17)	****	(237)
Adjustment for tax (m)	(846)	****	(106)	****	(957)
Adjusted attributable profit (m)	2,176	****	271	****	2,870
Average RWAe (bn)	68.9	****	11.3	****	108.1
Equity factor	12.8	%	11.1	%	13.9	%
Average notional equity (bn)	8.8		1.3		15.0
Return on equity	24.7	%	21.7	%	19.1	%

Year ended 31 December 2024		****		****
Operating profit (m)	2,431		264		3,585
Paid-in equity cost allocation (m)	(79)		(18)		(183)
Adjustment for tax (m)	(659)		(69)		(851)
Adjusted attributable profit (m)	1,693		177		2,551
Average RWAe (bn)	63.4		11.1		107.0
Equity factor	13.4	%	11.2	%	13.8	%
Average notional equity (bn)	8.5		1.2		14.8
Return on equity	19.9	%	14.2	%	17.2	%

Year ended 31 December 2023
Operating profit (m)	2,638		291		3,236
Paid-in equity cost allocation (m)	(55)		(23)		(165)
Adjustment for tax (m)	(723)		(75)		(768)
Adjusted attributable profit (m)	1,860		193		2,303
Average RWAe (bn)	57.8		11.4		107.0
Equity factor	13.5	%	11.5	%	14.0	%
Average notional equity (bn)	7.8		1.3		15.0
Return on equity	23.8	%	14.8	%	15.4	%

All values are in British Pounds.


NatWest Group Annual Report on Form 20-F 2025	256

Performance measures not defined under IFRS The table below summarises other performance measures used by NatWest Group, not defined under IFRS, and therefore a reconciliation to the nearest IFRS measure is not applicable.

Measure	Description
AUMA	AUMA comprises client assets under management (AUM) and client assets under administration (AUA) serviced through the Private Banking & Wealth Management segment and not recognised on NatWest Group’s balance sheet. AUM comprise assets where the investment management is undertaken by Private Banking & Wealth Management on behalf of customers of the Private Banking & Wealth Management, Retail Banking and Commercial & Institutional segments. AUA comprise i) third party assets held on an execution-only basis in custody by Private Banking & Wealth Management, Retail Banking and Commercial & Institutional for their customers, for which the execution services are supported by Private Banking & Wealth Management ii) AUA of Cushon, acquired on 1 June 2023, which are supported by Private Banking & Wealth Management and held and managed by third parties. This measure is tracked and reported as the amount of funds that we manage or administer, and directly impacts the level of investment income that we receive.<br><br>
AUMA income	AUMA income includes investment income which reflects an ongoing fee as percentage of assets and transactional income related to investment services comprised of one-off fees for advice services, trading and exchange services, protection and alternative investing services. AUMA is a core driver of non-interest income, especially with respect to ongoing investment income and this measure provides a means of reporting the income earned on AUMA.
AUMA net flows	AUMA net flows represents assets under management (AUM net flows) and assets under administration (AUA net flows).<br><br>AUMA net flows is reported and tracked to monitor the business performance of new business inflows and management of existing client withdrawals across Private Banking & Wealth Management, Retail Banking and Commercial & Institutional.
Capital generation pre-distributions	Capital generation pre-distributions refers to the change in the CET1 ratio in the period, before distributions to ordinary shareholders. It reflects the capital generated through business activities and all other movements, including attributable profit for the period, impacts from acquisitions and disposals, and risk-weighted asset (RWA) changes, prior to the deduction of ordinary shareholder distributions such as ordinary dividends and share buybacks. It is used to show the capital generated in the period that is available for deployment in the business and distribution to shareholders.
Climate and transition finance	The climate and transition finance target enables NatWest Group to quantify the level of financing and facilitation provided by NatWest Group that could support customers in achieving their climate and/or transition ambitions, through lending and underwriting activities. The climate and transition finance framework, available on natwestgroup.com, underpins the target to provide £200 billion in climate and transition finance between 1 July 2025 and the end of 2030.
Loan impairment rate	Loan impairment rate is the annualised loan impairment charge divided by gross customer loans. This measure is used to assess the credit quality of the loan book.
Third party rates	Third party customer asset rate is calculated as annualised interest receivable on third-party loans to customers as a percentage of third-party loans to customers. This excludes assets of disposal groups, intragroup items, loans to banks and liquid asset portfolios. Third party customer funding rate reflects interest payable or receivable on third-party customer deposits, including interest bearing and non-interest bearing customer deposits. Intragroup items, bank deposits, debt securities in issue and subordinated liabilities are excluded for customer funding rate calculation.
Wholesale funding	Wholesale funding comprises deposits by banks (excluding repos), debt securities in issue and subordinated liabilities. Funding risk is the risk of not maintaining a diversified, stable and cost-effective funding base. The disclosure of wholesale funding highlights the extent of our diversification and how we mitigate funding risk.


NatWest Group Annual Report on Form 20-F 2025	257

Additional information


	Page
Selected statistical and other data	259
Exchange rates	267
ADR payment information	268
Risk factors	269
Description of property and equipment	290
Major shareholders	290
Our code of conduct	292
Iran sanctions and related disclosures	292
Supervision	293
Material contracts	294
Insider trading policy	296
Changes in Registrant’s Certifying Accountant	296


NatWest Group Annual Report on Form 20-F 2025	258

Additional information continued Selected statistical and other data

The geographic analysis, including the average balance sheet and interest rates, changes in net interest income and average interest rates, yields and spreads in this report have generally been compiled on the basis of location of office - UK and overseas - unless indicated otherwise. ‘UK’ in this context includes transactions conducted through the offices in the UK which service international banking transactions.

Yields and spreads of the banking business


	2025	2024	2023
	%	%	%
Gross yield (1,4)
- Group	4.46	4.59	4.04
- UK	4.63	4.76	4.22
- Overseas	1.38	1.85	1.45
Interest spread (2,4)
- Group	1.50	1.19	1.32
- UK	1.65	1.37	1.52
- Overseas	(0.95)	(1.79)	(2.86)
Net interest yield (3,4)
- Group	2.23	2.06	2.12
- UK	2.32	2.12	2.22
- Overseas	0.59	0.90	0.76

(1)	Gross yield is the interest earned on average interest-earning assets of the banking book as reported within the average balance sheet and related interest table.
(2)	Interest spread is the difference between the gross yield and the interest rate paid on average interest-bearing liabilities of the banking business as reported within the average balance sheet and related interest table.
---	---
(3)	Net interest yield is net interest income of the banking business as a percentage of interest-earning assets (IEA) of the banking business as reported within the average balance sheet and related interest table.
---	---
(4)	The analysis into UK and overseas has been compiled on the basis of location of office.
---	---


NatWest Group Annual Report on Form 20-F 2025	259

Additional information continued

Average balance sheet and related interest


			2025				2024				2023
			Average				Average				Average
			balance		Interest	Rate	balance		Interest	Rate	balance		Interest	Rate
			£m		£m	%	£m		£m	%	£m		£m	%
Assets
Loans to banks	-UK	****	110,875		3,097	2.79	113,948		3,744	3.29	105,564		3,443	3.26
	-Overseas	****	24,730		202	0.82	26,089		302	1.16	29,072		294	1.01
Loans to customers	-UK	****	369,062		19,169	5.19	351,680		18,169	5.17	345,875		15,458	4.47
	-Overseas	****	2,357		124	5.26	1,858		126	6.78	1,744		93	5.31
Other financial assets	-UK	****	66,465		3,028	4.56	52,110		2,709	5.20	35,753		1,638	4.58
	-Overseas	****	2,170		78	3.59	2,593		137	5.28	2,583		97	3.77
Interest-earning assets	-UK	****	546,402		25,294	4.63	517,738		24,622	4.76	487,192		20,539	4.22
	-Overseas	****	29,257		404	1.38	30,540		565	1.85	33,399		484	1.45
Total interest-earning assets	-banking business (1,2,3,5)	****	575,659		25,698	4.46	548,278		25,187	4.59	520,591		21,023	4.04
	-trading business (4)	****	60,557				60,350				51,932
Interest-earning assets			636,216				608,628				572,523
Non-interest-earning assets			108,545				115,655				130,927
Total assets			744,761				724,283				703,450
Percentage of assets applicable to overseas operations			11.85	%			12.93	%			14.27	%

Liabilities
Bank deposits	-UK	****	42,595		1,755	4.12	29,684		1,516	5.11	16,428		1,033	6.29
	-Overseas	****	635		20	3.15	412		18	4.37	183		6	3.26
Customer deposits: demand	-UK	****	105,160		2,071	1.97	93,513		2,090	2.23	90,833		1,428	1.57
	-Overseas	****	391		—	—	415		—	—	742		—	—
Customer deposits: savings	-UK	****	143,903		3,075	2.14	142,847		3,182	2.23	141,374		2,305	1.63
	-Overseas	****	—		—	—	1		—	—	59		—	—
Customer deposits: other time	-UK	****	57,484		2,357	4.10	59,054		2,901	4.91	35,307		1,389	3.93
	-Overseas	****	4,934		103	2.08	4,439		158	3.56	4,569		152	3.33
Other financial liabilities	-UK	****	69,239		2,996	4.33	70,053		3,470	8.82	70,552		3,129	6.75
	-Overseas	****	3,561		108	3.02	2,442		112	3.85	(713)		68	3.45
Subordinated liabilities	-UK	****	6,183		382	6.18	6,120		464	7.58	6,334		460	7.26
	-Overseas	****	391		1	0.26	225		1	0.44	502		4	0.86
Interest-bearing liabilities	-UK	****	424,564		12,636	2.98	401,271		13,623	3.39	360,828		9,744	2.70
	-Overseas	****	9,912		232	2.33	7,934		289	3.64	5,342		230	4.31
Total interest-bearing liabilities	-banking business (1,2)	****	434,476		12,868	2.96	409,205		13,912	3.40	366,170		9,974	2.72
	-trading business (4)	****	76,805				79,398				72,085
Interest-bearing liabilities			511,281				488,603				438,255
Non-interest-bearing liabilities:
Demand deposits	-UK	****	131,818				133,030				145,403
	-Overseas	****	62				202				577
Other liabilities			60,063				64,393				83,000
Total equity			41,537				38,055				36,215
Total liabilities and equity			744,761				724,283				703,450
Percentage of liabilities applicable to overseas operations			9.61	%			9.99	%			9.64	%

(1)	2025 and 2024 average balances include Repos.
(2)	Interest receivable and interest payable have both been decreased by nil (2024 - nil decrease; 2023 - £3 million decrease) in respect of negative interest relating to financial assets that attracted negative interest.
---	---
(3)	Interest receivable includes £922 million (2024 - £936 million; 2023 - £837 million) in respect of loan fees forming part of the effective interest rate of loans and receivables.
---	---
(4)	Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities.
---	---
(5)	Interest receivable includes amounts (unwind of discount) recognised on impaired loans and receivables. The average balances of such loans are included in average loans to banks and loans to customers.
---	---
(6)	The analysis into UK and overseas has been compiled on the basis of location of office.
---	---
(7)	2025, 2024 and 2023 Loans and advances to customers average balances have been reclassified to exclude assets held for sale (2025 - nil, 2024 - £0.63 billion, 2023 – £3.65 billion)
---	---


		2025	2024	2023
Other financial data		%	%	%
Return on average total assets (1)	****	0.7	0.6	0.6

(1)	Represents profit/(loss) attributable to ordinary shareholders as a percentage of average total assets.


NatWest Group Annual Report on Form 20-F 2025	260

Additional information continued

Ratios


	Personal								Wholesale										Total
			Credit		Other
2025	Mortgages		cards		personal		Total		Property		Corporate		FI		Sovereign		Total
Average loans (m)	210,964	****	7,519	****	9,873	****	228,356	****	29,604	****	80,101	****	123,273	****	1,653	****	234,631	****	462,987
Provision charges (m)	(142)	****	263	****	329	****	450	****	(10)	****	178	****	56	****	(3)	****	221	****	671

As a % of average loans during the year
Total provisions charged/(released) to income statement	(0.07)	%	3.50	%	3.33	%	0.20	%	(0.03)	%	0.22	%	0.05	%	(0.18)	%	0.09	%	0.14	%

2024
Average loans (m)	205,254		6,390		8,764		220,408		26,802		80,467		106,955		3,236		217,460		437,868
Provision charges (m)	8		115		161		284		8		47		19		1		75		359

As a % of average loans during the year
Total provisions charged/(released) to income statement	0.00	%	1.80	%	1.84	%	0.13	%	0.03	%	0.06	%	0.02	%	0.03	%	0.03	%	0.08	%

2023
Average loans (m)	205,499		5,099		8,851		219,449		29,976		77,467		99,289		4,278		211,010		430,459
Provision charges (m)	35		193		254		482		34		58		6		(2)		96		578

As a % of average loans during the year
Total provisions charged/(released) to income statement	0.02	%	3.78	%	2.87	%	0.22	%	0.11	%	0.07	%	0.01	%	(0.05)	%	0.05	%	0.13	%

All values are in British Pounds.

Loans


		Less than						More than
		1 year		1-5 Years		5-15 years		15 years		Total
2025		£m		£m		£m		£m		£m
Personal
Mortgages	****	11,506	****	38,643	****	84,580	****	79,391	****	214,120
Credit cards	****	3,365	****	1,316	****	2,005	****	1,308	****	7,994
Other personal	****	4,836	****	5,138	****	801	****	292	****	11,067
Wholesale	****		****		****		****		****
Property	****	7,129	****	18,422	****	7,757	****	1,996	****	35,304
Financial institutions	****	81,418	****	21,148	****	4,109	****	34	****	106,709
Sovereign	****	3,908	****	398	****	723	****	124	****	5,153
Corporate	****	27,061	****	32,974	****	16,645	****	3,031	****	79,711
Total	****	139,223	****	118,039	****	116,620	****	86,176	****	460,058
of which:
Amortised cost	****		****		****		****		****
Fixed interest rates	****	55,441	****	47,353	****	85,669	****	77,781	****	266,244
Variable interest rates	****	52,955	****	67,677	****	30,677	****	8,286	****	159,595
Trading assets	****		****		****		****		****
Fixed interest rates	****	15,144	****	536	****	9	****	—	****	15,689
Variable interest rates	****	15,678	****	2,284	****	1	****	—	****	17,963
Other financial asset	****		****		****		****		****
Fixed interest rates	****	1	****	22	****	9	****	45	****	77
Variable interest rates	****	4	****	167	****	255	****	64	****	490


NatWest Group Annual Report on Form 20-F 2025	261

Additional information continued

Analysis of change in net interest income - volume and rate analysis

Volume and rate variances have been calculated based on movements in average balances over the period and changes in interest rates on average interest-earning assets and average interest-bearing liabilities. Changes due to a combination of volume and rate are allocated pro rata to volume and rate movements.


			2025 over 2024 - statutory						2024 over 2023 - statutory
			(Decrease)/increase due to changes in:						(Decrease)/increase due to changes in:
			Average		Average		Net		Average		Average		Net
			volume		rate		change		volume		rate		change
			£m		£m		£m		£m		£m		£m
Interest-earning assets
Loans to banks	UK		(98)	****	(549)	****	(647)		270		31		301
	Overseas		(15)	****	(85)	****	(100)		(32)		41		9
Loans to customers	UK		927	****	73	****	1,000		262		2,449		2,711
	Overseas		30	****	(32)	****	(2)		6		27		33
Other financial assets	UK		682	****	(362)	****	320		826		244		1,070
	Overseas		(20)	****	(39)	****	(59)		—		40		40
Total interest receivable of the banking business	UK		1,511	****	(838)	****	673		1,358		2,724		4,082
	Overseas		(5)	****	(156)	****	(161)		(26)		108		82
	****		1,506	****	(994)	****	512		1,332		2,832		4,164

Interest-bearing liabilities	****			****		****
Bank deposits	UK		(572)	****	333	****	(239)		(706)		223		(483)
	Overseas		(8)	****	6	****	(2)		(9)		(3)		(12)
Customer deposits: demand	UK		(241)	****	260	****	19		(43)		(619)		(662)
	Overseas		—	****	—	****	—		—		—		—
Customer deposits: savings	UK		(23)	****	130	****	107		(24)		(853)		(877)
	Overseas		—	****	—	****	—		—		—		—
Customer deposits: other time	UK		76	****	469	****	545		(1,103)		(409)		(1,512)
	Overseas		(16)	****	72	****	56		4		(10)		(6)
Other financial liabilities	UK		11	****	464	****	475		(121)		(220)		(341)
	Overseas		(24)	****	29	****	5		(35)		(9)		(44)
Subordinated liabilities	UK		(5)	****	87	****	82		16		(20)		(4)
	Overseas		(1)	****	1	****	—		2		1		3
Total interest payable of the banking business	UK		(754)	****	1,743	****	989		(1,981)		(1,898)		(3,879)
	Overseas		(49)	****	108	****	59		(38)		(21)		(59)
	****		(803)	****	1,851	****	1,048		(2,019)		(1,919)		(3,938)
	****

Movement in net interest income	UK		757	****	905	****	1,662		(623)		826		203
	Overseas		(54)	****	(48)	****	(102)		(64)		87		23
			703	****	857	****	1,560		(687)		913		226


NatWest Group Annual Report on Form 20-F 2025	262

Additional information continued

Analysis of debt securities - fair value through other comprehensive income

The following table analyses debt securities and the related yield (based on weighted averages) by remaining maturity and issuer. The weighted average yield for each range of maturities is calculated by dividing the annualised interest income for each year end 31 December by the book amount of debt securities at that date.


		Within 1 year				After 1 but within 5 years				After 5 but within 10 years				After 10 years				Total
		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
2025		£m		%		£m		%		£m		%		£m		%		£m		%
Central and local governments
- UK	****	3,639	****	4.0	****	5,718	****	3.5	****	4,379	****	3.4	****	381	****	4.0	****	14,117	****	3.6
- US	****	371	****	2.1	****	4,594	****	2.8	****	66	****	2.5	****	97	****	3.6	****	5,128	****	2.8
- Other		1,933	****	2.4	****	3,649	****	3.2	****	730	****	3.0	****	91	****	3.2	****	6,403	****	2.9
Other debt	****	1,766	****	2.4	****	12,655	****	3.2	****	1,469	****	2.9	****	351	****	3.9	****	16,241	****	3.1
	****	7,709	****	3.1	****	26,616	****	3.2	****	6,644	****	3.3	****	920	****	3.8	****	41,889	****	3.2
Of which ABS (1)	****	250	****	4.2	****	1,011	****	4.0	****	130	****	3.9	****	146	****	4.4	****	1,538	****	4.1

2024
Central and local governments
- UK		8,291		4.3		2,087		4.0		2,041		3.1		862		4.0		13,281		4.0
- US		338		1.3		3,773		3.0		324		3.4		152		2.8		4,587		2.9
- Other		2,010		0.9		3,005		2.5		1,069		2.9		108		3.1		6,192		2.1
Other debt		1,950		2.6		9,833		3.1		1,479		3.2		214		3.4		13,476		3.1
		12,589		3.4		18,698		3.1		4,913		3.1		1,336		3.7		37,536		3.2
Of which ABS (1)		95		4.6		624		4.7		45		5.1		30		4.0		794		4.7

2023
Central and local governments
- UK		3,442		0.1		620		4.1		640		2.0		1,739		3.4		6,441		1.5
- US		255		1.4		3,690		2.4		1,310		3.2		262		3.3		5,517		2.6
- Other		2,147		0.6		2,323		2.0		1,123		—		145		2.1		5,738		1.6
Other debt		2,124		2.2		6,887		2.8		1,418		2.5		198		3.4		10,627		2.6
		7,968		0.8		13,520		2.6		4,491		2.6		2,344		3.3		28,323		2.2
Of which ABS (1)		614		2.8		1,571		2.6		360		1.3		34		5.0		2,579		2.5

(1)	Includes covered bonds.


NatWest Group Annual Report on Form 20-F 2025	263

Additional information continued

Analysis of debt securities – amortised cost

The following table analyses debt securities at amortised cost and the related yield (based on weighted averages) by remaining maturity and issuer. The weighted average yield for each range of maturities is calculated by dividing the annualised interest income for each year end 31 December by the book amount of debt securities at that date.


		Within 1 year				After 1 but within 5 years				After 5 but within 10 years				After 10 years				Total
		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
2025		£m		%		£m		%		£m		%		£m		%		£m		%
Central and local governments
- UK	****	131	****	1.5	****	3,118	****	0.3	****	9,834	****	4.5	****	—	****	—	****	13,083	****	3.5
- US	****	150	****	2.2	****	191	****	2.7	****	—	****	—	****	—	****	—	****	341	****	2.5
- Other	****	1,776	****	0.5	****	19	****	3.9	****	—	****	—	****	—	****	—	****	1,795	****	0.6
Other debt	****	2,365	****	2.9	****	3,342	****	3.0	****	4,541	****	2.6	****	11,091	****	3.5	****	21,339	****	3.2
Total	****	4,422	****	1.9	****	6,670	****	1.7	****	14,375	****	3.9	****	11,091	****	3.5	****	36,558	****	3.1

2024
Central and local governments
- UK	****	418		1.8		3,153		0.3		—		—		—		—		3,571		0.5
- US	****	239		1.0		261		1.8		—		—		—		—		500		1.4
- Other	****	45		2.7		40		4.6		—		—		—		—		85		3.6
Other debt	****	1,133		3.2		5,449		4.8		5,373		0.9		8,486		1.4		20,441		2.3
Total	****	1,835		2.6		8,903		3.2		5,373		0.9		8,486		1.4		24,597		2.0

2023
Central and local governments
- UK		754		1.9		2,064		0.8		71		0.9		—		—		2,889		1.1
- US		155		2.3		492		1.5		—		—		—		—		647		1.7
- Other		18		—		17		—		—		—		—		—		35		—
Other debt		1,198		2.7		4,987		4.5		4,410		1.2		7,529		1.1		18,124		2.1
Total		2,125		2.3		7,560		3.3		4,481		1.2		7,529		1.1		21,695		2.0


NatWest Group Annual Report on Form 20-F 2025	264

Additional information continued

Analysis of deposits - product analysis

The following table analyses deposits excluding repos by geographical area (location of office) and type of deposit.


		2025		2024		2023
		£m		£m		£m
UK
Deposits
- interest-free	****	136,240		136,477		142,865
- interest-bearing	****	320,243		316,585		299,011
Total UK	****	456,483		453,062		441,876
Overseas
Deposits
- interest-free	****	744		786		832
- interest-bearing	****	15,269		12,732		14,402
Total overseas	****	16,013		13,518		15,234
Total deposits	****	472,496		466,580		457,110
Overseas
US	****	22		43		23
Rest of the World	****	15,991		13,475		15,211
Total overseas	****	16,013		13,518		15,234

Repos
UK	****	38,547		23,872		26,088
US	****	15,780		16,723		13,371
Rest of the World	****	3,863		3,546		1,405
Total repos	****	58,190		44,141		40,864

Time deposits


		2025		2024	2023
		£m		£m	£m
Uninsured time deposits by maturity
0-3 months	****	21,513	****	19,063	17,797
3-6 months	****	5,743	****	7,479	12,941
6-12 months	****	5,956	****	11,651	11,034
Over 12 months	****	12,133	****	11,006	18,422
Total	****	45,345	****	49,199	60,194

Total uninsured time deposits have been calculated as the aggregate carrying value of the Group’s time deposits less the insured time deposit amounts as determined for regulatory purposes by the Group’s licensed deposit-takers, being those deposits eligible for immediate protection under deposit protection schemes (principally the Financial Services Compensation Scheme (FSCS) in the UK). Effective from 1 December 2025, the deposit protection limit was increased by FSCS from £85,000 to £120,000.


NatWest Group Annual Report on Form 20-F 2025	265

Additional information continued

Short-term borrowings

Short-term borrowings comprise repurchase agreements, borrowings from financial institutions, commercial paper and certificates of deposit. Derivative collateral received from financial institutions is excluded from the table, as are certain long-term borrowings.


		At year end				During the year
				Weighted average						Weighted average
		Balance		interest rate		Maximum balance		Average balance		interest rate
2025		£bn		%		£bn		£bn		%
Repos	****	46	****	5.0	****	70	****	46	****	5.7
Financial institutions (1)	****	61	****	0.9	****	63	****	59	****	1.0
Commercial paper	****	5	****	2.7	****	8	****	7	****	3.3
Certificates of deposits	****	4	****	3.8	****	7	****	5	****	4.0
Total	****	116	****	2.7	****	148	****	117	****	3.1

2024
Repos		44		6.3		61		48		7.3
Financial institutions (1)		57		1.2		59		55		1.2
Commercial paper		6		4.1		10		8		4.5
Certificates of deposits		5		4.8		8		6		4.9
Total		112		3.5		138		117		4.1

2023
Repos		41		7.3		56		40		7.1
Financial institutions (1)		55		1.2		62		58		0.9
Commercial paper		4		4.5		8		6		3.7
Certificates of deposits		7		4.8		7		5		4.6
Total		107		3.9		133		109		3.5

(1)	Excludes derivative cash collateral of £12 billion at 31 December 2025 (2024 - £13 billion; 2023 - £15 billion); and 2025 average of £12 billion (2024 - £13 billion; 2023 - £15 billion).

Balances are generally based on monthly data. Average interest rates during the year are computed by dividing total interest expense by the average amount borrowed. Weighted average interest rates at year end are for a single day and as such may reflect one-day market distortions, which may not be indicative of generally prevailing rates.

Other contractual cash obligations

The table below summarises other contractual cash obligations by payment date.


		0-3 months		3-12 months		1-3 years		3-5 years		5-10 years		10-20 years
2025		£m		£m		£m		£m		£m		£m

Contractual obligations to purchase goods or services	****	130	****	347	****	615	****	94	****	2	****	—
Total	****	130	****	347	****	615	****	94	****	2	****	—

2024

Contractual obligations to purchase goods or services		82		275		538		256		9		—
Total		82		275		538		256		9		—

2023

Contractual obligations to purchase goods or services		97		282		490		219		32		—
Total		97		282		490		219		32		—

Undrawn formal facilities, credit lines and other commitments to lend were £137,519 million (2024 - £132,958 million; 2023 - £124,790 million). While NatWest Group has given commitments to provide these funds, some facilities may be subject to certain conditions being met by the counterparty. NatWest Group does not expect all facilities to be drawn, and some may lapse before drawdown.


NatWest Group Annual Report on Form 20-F 2025	266

Additional information continued

Additional information on reverse repos and repos

The following table shows the value of reverse repos and repos included within the below balance sheet captions:


		2025	2024
		£m	£m
Reverse repos
Trading assets		27,656	27,127
Other financial assets		—	250
Loans to banks - amortised cost		3,601	1,794
Loans to customers - amortised cost		32,817	34,846

Repos
Bank deposits		27,816	11,967
Customer deposits		1,796	1,363
Other financial liabilities		—	250
Trading liabilities		28,578	30,562

Exchange rates

The following tables show the Noon Buying Rate in New York for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York.


		January		December		November		October		September		August
US dollars per £1		2026		2025		2025		2025		2025		2025
Noon Buying Rate
High	****	1.3795		1.3505		1.3239		1.3481		1.3661		1.3572
Low	****	1.3384		1.3186		1.3044		1.3141		1.3351		1.3259

	****			2025		2024		2023		2022		2021
Noon Buying Rate
Period end rate	****			1.3447		1.2521		1.2743		1.2077		1.3500
Average rate for the year (1)	****			1.3206		1.2778		1.2477		1.2323		1.3739
Consolidation rate (2)
Period end rate	****			1.3456		1.2540		1.2746		1.2040		1.3486
Average rate for the year	****			1.3188		1.2780		1.2437		1.2370		1.3755

(1)The average of the Noon Buying Rates on the last US business day of each month during the year.

(2)The rates used for translating US dollars into sterling in the preparation of the financial statements.

(3)On 6 February 2026, the Noon Buying Rate was £1.3606.


NatWest Group Annual Report on Form 20-F 2025	267

Additional information continued

ADR payment information

Fees paid by ADR holders

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depository may collect its annual fee for depository services by deductions from cash distributions or by directly billing investors or by changing the book-entry system accounts of participants acting for them. The depository may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing shares must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	●<br><br>Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property.<br><br>●<br><br>Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
$0.02 (or less) per ADS	●<br><br>Any cash distribution to ADS registered holders.
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	●<br><br>Distribution of securities distributed to holders of securities of deposited securities to ADS registered holders.
Registration or transfer fees	●<br><br>Transfer and registration of shares on our share register to or from the name of the depository or its agent when you deposit or withdraw shares.
Expenses of the depository	●<br><br>Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement).<br><br>●<br><br>Converting foreign currency to U.S. dollars.
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	●<br><br>As necessary.
Any charges incurred by the depository or its agents for servicing the deposited securities	●<br><br>As necessary.

Fees payable by the depository to the issuer

Fees incurred in past annual Period

From 1 January 2025 to 31 December 2025, the company received from the depository $2,863,481.64 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend cheques, electronic filling of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

Fees to be paid in the future

The Bank of New York Mellon, as depository, has agreed to reimburse the company for expenses they incur that are related to establishment and maintenance expenses of the ADS program. The depository has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The depository has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim reports, printing and distributing dividend cheques, electronic filing of U.S. federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls. It has also agreed to reimburse the company annually for certain investor relationship programs of special investor relations promotional activities. In certain instances, the depository has agreed to provide additional payments to the company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depository will reimburse the company, but the amount of reimbursement available to the company is not necessarily tied to the amount of fees the depository collects from investors.


NatWest Group Annual Report on Form 20-F 2025	268

Risk factors

Principal Risks and Uncertainties

Set out below are certain risk factors that could have a material adverse effect on NatWest Group’s future results, its financial condition and/or prospects and cause them to be materially different from what is forecast or expected, and directly or indirectly impact the value of its securities. These risk factors are broadly categorised and should be read in conjunction with other risk factors in this section and other parts of this annual report, including the forward-looking statements section, the strategic report and the risk and capital management section. They should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing NatWest Group.

Economic and political risk

NatWest Group, its customers and its counterparties face continued economic and political risks and uncertainties in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments.

As a principally UK-focused banking group, NatWest Group is affected by global economic and market conditions and is particularly exposed to those conditions in the UK. Uncertain and volatile economic conditions in the UK or globally can create a challenging operating environment for financial services companies such as NatWest Group.

The outlook for the UK and the global economy is affected by many dynamic factors including: GDP, unemployment, inflation and interest rates, asset prices (including residential and commercial property), energy prices, monetary and fiscal policy (such as increases in bank taxes), supply chain disruption, protectionist policies or trade barriers (including tariffs).

Economic and market conditions could be exacerbated by a number of factors including: instability in the UK and/or global financial systems, market volatility and change, fluctuations in the value of the pound sterling, new or extended economic sanctions, volatility in commodity prices, political uncertainty or instability, concerns regarding sovereign debt (including sovereign credit ratings), any lack or perceived lack of creditworthiness of a counterparty or borrower that may trigger market-wide liquidity problems, changing demographics in the markets that NatWest Group and its customers serve, rapid changes to the economic environment due to the adoption of technology, digitisation, automation, artificial intelligence, decarbonisation, or due to the consequences of climate change, biodiversity loss, environmental degradation, and widening social and economic inequalities.

NatWest Group is also exposed to risks arising out of geopolitical events or political developments that may hinder economic or financial activity levels and may, directly or indirectly, impact UK, regional or global trade and/or NatWest Group’s customers and counterparties. NatWest Group’s business and performance could be negatively affected by political, military or diplomatic events, geopolitical tensions, armed conflict (for example, the Russia-Ukraine conflict and Middle East conflicts), terrorist acts or threats (including to critical infrastructures), more severe and frequent extreme weather events, widespread public health crises, and the responses to any of the above scenarios by various governments and markets.

NatWest Group may face political uncertainty in Scotland if there is another Scottish independence referendum. Scottish independence may adversely affect NatWest Group plc both in relation to its entities incorporated in Scotland and in other jurisdictions. Any changes to Scotland’s relationship with the UK or the EU may adversely affect the environment in which NatWest Group plc and its subsidiaries operate and may require further changes to NatWest Group, independently or in conjunction with other mandatory or strategic structural and organisational changes, any of which could adversely affect NatWest Group.

The value of NatWest Group’s own and other securities may be materially affected by economic and market conditions. Market volatility, illiquid market conditions and disruptions in the financial markets may make it very difficult to value certain of NatWest Group’s own and other securities, particularly during periods of market displacement. This could cause a decline in the value of NatWest Group’s own and other securities, or inaccurate carrying values for certain financial instruments.

In addition, financial markets are susceptible to severe events evidenced by, or resulting in, rapid depreciation in asset values, which may be accompanied by a reduction in asset liquidity. Under these conditions, hedging and other risk management strategies may not be as effective at mitigating losses as they would be under more normal market conditions. Moreover, under these conditions, market participants are particularly exposed to trading strategies employed by many market participants simultaneously (and often automatically) and on a large scale, increasing NatWest Group’s counterparty risk.

NatWest Group’s risk management and monitoring processes seek to quantify and mitigate NatWest Group’s exposure to extreme market moves. However, market events have historically been difficult to predict, and NatWest Group, its customers and its counterparties could realise significant losses if severe market events were to occur.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	269

Risk factors continued Changes in interest rates will continue to affect NatWest Group’s business and results.

NatWest Group’s performance is affected by changes in interest rates. Benchmark overnight interest rates, such as the UK base rate, decreased in 2025. Forward rates imply UK short term interest rates, including the UK base rate, will continue to decline in 2026, while they anticipate longer term swap rates, such as the GBP 5 and 10-year swap rates, will rise slightly across 2026. Stable interest rates support more predictable income flow and less volatility in asset and liability valuations, although persistently low and negative interest rates may adversely affect NatWest Group. Further, volatility in interest rates may result in unexpected outcomes both for interest income and asset and liability valuations which may adversely affect NatWest Group. For example, decreases in key benchmark rates such as the UK base rate may adversely affect NatWest Group’s net interest margin, and unexpected movements in spreads between key benchmark rates such as sovereign and swap rates may in turn affect liquidity portfolio valuations. In addition, unexpected sharp rises in rates may also have negative impacts on some asset and derivative valuations.

Moreover, customer and investor responses to rapid changes in interest rates can have an adverse effect on NatWest Group. For example, customers may make deposit choices that provide them with higher returns than those being offered by NatWest Group. Alternatively, NatWest Group may not respond with competitive products as rapidly, for example following an interest rate change, which may in turn decrease NatWest Group’s net interest income.

Movements in interest rates also influence and reflect the macroeconomic situation more broadly, affecting factors such as business and consumer confidence, property prices, default rates on loans, customer behaviour (which may adversely impact the effectiveness of NatWest Group’s hedging strategy) and other indicators that may indirectly affect NatWest Group.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Fluctuations in currency exchange rates may adversely affect NatWest Group’s results and financial condition.

Decisions of central banks (including the Bank of England (‘BoE’), the European Central Bank (‘ECB’) and the US Federal Reserve) and political or market events, which are outside NatWest Group’s control, may lead to unexpected fluctuations in currency exchange rates. Although NatWest Group is principally a UK-focused banking group, it is subject to structural foreign exchange risk from capital deployed in NatWest Group’s foreign subsidiaries, branches and other strategic equity shareholdings. NatWest Group also relies on issuing securities in non-sterling currencies, such as US dollars and euros, that assist in meeting NatWest Group’s regulatory requirements. In addition, NatWest Group conducts banking activities in non-sterling currencies (for example, loans, deposits and dealing activity) which affect its revenue. NatWest Group also uses service providers based outside the UK for certain services and as a result certain operating results are subject to fluctuations in currency exchange rates.

NatWest Group maintains policies and procedures designed to manage the impact of its exposure to fluctuations in currency exchange rates. Nevertheless, changes in currency exchange rates, particularly in the sterling-US dollar and sterling-euro rates, may adversely affect various accounting and financial metrics including, the value of assets, liabilities (including the total amount of instruments eligible to contribute towards the minimum requirement for own funds and eligible liabilities (‘MREL’)), foreign exchange dealing activity, income and expenses, RWAs and hence the reported earnings and financial condition of NatWest Group.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	270

Risk factors continued Business change and execution risk

The implementation and execution of NatWest Group’s strategy carries execution and operational risks and it may not achieve its stated aims and targeted outcomes.

NatWest Group’s strategy (including the strategic priorities of disciplined growth, leveraging simplification and active balance sheet and risk management) is intended to reflect the rapidly changing environment and backdrop of significant societal disruption driven by technology and changing customer expectations.

There is also increasing scrutiny from stakeholders regarding how NatWest Group addresses environmental and social challenges, including its support for the transition to net zero, promotion of inclusive workplaces, protection of customer data, and responsible management of its workforce and of its supply chain.

Many factors may adversely impact the successful implementation of NatWest Group’s strategy, including:

●	macroeconomic challenges which may adversely affect NatWest Group’s customers, and could in turn adversely impact certain strategic initiatives for NatWest Group (see ‘NatWest Group, its customers and its counterparties face continued economic and political risks and uncertainties in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments’);
●	changing customer expectations and behaviour in response to macroeconomic conditions or developments, technology and other factors which could reduce the profitability, competitiveness, or volume of services NatWest Group offers;
---	---
●	the rapid emergence and deployment of new technologies (such as artificial intelligence, quantum computing, blockchain and digital currencies) resulting in a potential shift across the market towards products and services that are not part of NatWest Group’s core offering today;
---	---
●	the deployment and integration of artificial intelligence in NatWest Group’s processes, controls, and products;
---	---
●	the emergence of digital assets and digital currencies operating alongside the traditional monetary system;
---	---
●	increased competitive threats from incumbent banks, fintech companies (including buy-now-pay-later companies and payment platforms), large retail and technology conglomerates and other new market entrants (including those that emerge from mergers and consolidations) who may have competitive advantages in terms of scale, technology and customer engagement; and
---	---
●	changes to the regulatory environment and associated requirements which could lead to shifts in operating cost and regulatory capital requirements that impact NatWest Group’s product offerings and business models (see ‘NatWest Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect NatWest Group’ and ‘NatWest Group could incur losses or be required to maintain higher levels of capital as a result of limitations or failure of various models.)
---	---

Delivery of NatWest Group’s strategy will require:

●	maintaining effective governance, procedures, systems and controls giving effect to NatWest Group’s strategy;
●	maintaining effective conflicts of interest policies to mitigate the risk of breach of the UK ring-fencing regime due to the creation of the Commercial & Institutional business segment; and
---	---
●	achieving the stated financial, capital and operational targets and expectations within the relevant timeframes.
---	---


NatWest Group Annual Report on Form 20-F 2025	271

Risk factors continued In pursuing its strategy, NatWest Group may not be able to successfully: (i) implement some or all aspects of its strategy; (ii) meet any or all of the related targets or expectations of its strategy; and otherwise realise the anticipated benefits of its strategy, in a timely manner, or at all; or (iii) realise the intended strategic objectives of any other future strategic or growth initiative, which may also result in materially higher costs or risks than initially contemplated. This could lead to additional management actions by NatWest Group. The scale and scope of NatWest Group’s strategy and the intended changes continue to present material business, operational and regulatory (including compliance with the UK ring-fencing regime), conflicts, legal, execution, IT system, cybersecurity, internal culture, conduct and people risks. Implementing changes and strategic actions, including in respect of any growth, simplification or cost-saving initiatives, requires the effective application of robust governance and controls frameworks and IT systems and there is a risk that NatWest Group may not be successful in these respects.

Additionally, as a result of the UK’s withdrawal from the EU, certain aspects of the services provided by NatWest Group require local licences or individual equivalence decisions (temporary or otherwise) by relevant regulators. In April 2024, the European Parliament approved the Banking Package (CRR III/CRD VI). From 11 January 2027, non-EU firms providing ‘banking services’ will be required to apply for and obtain authorisation to operate as third country branches in each relevant EU member state where they provide these services, unless an exemption applies. NatWest Group continues to evaluate its EU operating model, making adaptations as necessary. Changes to, or uncertainty regarding NatWest Group’s EU operating model have been, and may continue to be, costly and may: (i) adversely affect customers and counterparties who are dependent on trading with the EU or personnel from the EU; and/or (ii) result in regulatory sanction and/or further costs due to a failure to receive the required regulatory permissions and/or further changes to NatWest Group’s business operations, product offering, customer engagement, and regulatory requirements.

Each of these risks, and others identified in this section entitled ‘Principal Risks and Uncertainties’, individually or collectively could jeopardise the implementation and delivery of NatWest Group’s strategy, and adversely affect NatWest Group’s products and services offering, its reputation with customers or business model, and its ability to meet its targets, guidance, and forecasts.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Acquisitions, divestments, or other transactions by NatWest Group may not be successful.

NatWest Group may decide to undertake acquisitions, investments, the purchase of assets and liabilities, divestments, restructurings, reorganisations, joint ventures and other strategic partnerships, as well as other transactions and initiatives. In doing so, NatWest Group may have to compete with other financial institutions or entities offering financial services products (including those that emerge from mergers and consolidations, as well as retail and technology conglomerates). These competitors may have more bargaining power in negotiations than NatWest Group, and therefore may be in a position to extract more advantageous terms than NatWest Group. Refer to ‘NatWest Group operates in markets that are highly competitive, with evolving competitive pressures and technology disruption’.

NatWest Group may pursue these transactions and initiatives to, amongst others: (i) increase scale and/or enhance capabilities that may lead to better productivity or cost efficiencies; (ii) acquire talent; (iii) pursue new products or expand existing products; and/or (iv) enter new markets or enhance its presence in existing markets. In pursuing its strategy, NatWest Group may not fully realise the expected benefits and value from the above-mentioned transactions and initiatives in the time, or to the degree, anticipated, or at all.

In particular, NatWest Group may: (i) fail to realise the business rationale for the transaction or initiative, or rely on assumptions underlying the business plans supporting the valuation of a target transaction or initiative that may prove inaccurate (for example, regarding synergies and expected commercial demand); (ii) fail to successfully integrate any acquired businesses, investment, joint-venture or assets (including in respect of technologies, existing strategies, products, governance, systems and controls, and human capital) or to successfully divest or restructure a business; (iii) fail to retain key employees, customers and suppliers of any acquired or restructured business; (iv) be required or wish to terminate pre-existing contractual relationships, which could prove costly and/or be executed on unfavourable terms and conditions; (v) fail to conduct adequate due diligence or fail to discover certain contingent or undisclosed liabilities in businesses that it acquires; and (vi) not obtain necessary regulatory and other approvals or onerous conditions may be attached to such approvals. Accordingly, NatWest Group may not be successful in achieving its strategy and any particular transaction may not succeed, may be limited in scope or scale and may not conclude on the terms contemplated, or at all.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	272

Risk factors continued NatWest Group operates in markets that are highly competitive, with evolving competitive pressures and technology disruption.

NatWest Group faces increasing competitive pressures and technology disruption from incumbent traditional UK banks, challenger banks and building societies (including those formed through mergers), fintech companies (including companies offering buy-now-pay-later and payment platforms), large technology conglomerates and new market entrants leveraging technology and/or other advantages to compete for customer engagement. “BigTech” companies pose a threat to incumbent banking providers because of their customer innovation and global reach. In addition, digital-first banks (often referred to as “neobanks”) and fintechs are aiming to compete to serve customers that increasingly use a constellation of providers to support their complex and evolving needs (e.g., personal financial management, buy now and pay later, and paying for goods and services in foreign currency).

Competition is expected to continue and intensify due to: evolving customer behaviour, technological changes (including digital currencies, stablecoins and the growth of digital banking), competitor behaviour, new market entrants, competitive foreign exchange offerings, industry trends resulting in increased disaggregation or unbundling of financial services or, conversely, the re-intermediation of traditional banking services, and the impact of regulatory actions, among others. In particular, NatWest Group may be unable to grow or retain market share due to new (or more competitive) banking, lending and payment offerings by rapidly evolving incumbents and challengers (including shadow banks, alternative or direct lenders and new entrants).

Regulatory and competition policy interventions such as the UK initiative on Open Banking, ‘Open Finance’ and remedies imposed by the Competition and Markets Authority (‘CMA’) are accelerating these trends. These competitive pressures may result in a shift in customer behaviour and impact NatWest Group’s revenues and profitability, particularly in its key UK retail and Commercial & Institutional banking segments. Moreover, innovations in biometrics, artificial intelligence, automation, cloud services, blockchain, cryptocurrencies and quantum computing may rapidly facilitate industry transformation.

Increasingly, many of NatWest Group’s products and services are, and will become, more technology intensive, including through digitalisation, automation, and the use of artificial intelligence while needing to continue complying with applicable and evolving regulations. NatWest Group’s ability to develop or acquire digital solutions and their integration into NatWest Group’s structures, systems and controls has become increasingly important for retaining and growing NatWest Group’s market share and customer-facing businesses. NatWest Group’s innovation strategy, which includes investing in its IT capability to address increasing customer and merchant use of online and mobile banking technology, as well as selective acquisitions (such as fintech ventures, including Rooster Money and Boxed), may not be successful or may not result in NatWest Group offering innovative products and services in the future.

Furthermore, competitors may outperform NatWest Group in deploying technologies to deliver products or services to customers, which may adversely affect NatWest Group’s competitive position. In addition, continued industry consolidation and/or technological developments could result in the emergence of new competitors or strengthening NatWest Group’s current competitors, including in their ability to offer a broader, more attractive and/or better value range of products and services and geographic diversity. For example, new market entrants, including non-traditional financial services providers, such as retail or technology conglomerates, may benefit from scale, technology and customer engagement advantages and may be able to deliver financial services at a lower cost base.

Failure to offer competitive, attractive, innovative, and profitable products that are also released in a timely manner; may result in lost market share, losses on some or all of NatWest Group’s initiatives and missed growth opportunities. For example, NatWest Group is investing in the automation of certain solutions and interactions within its customer-facing businesses, including through artificial intelligence. There can be no certainty that such initiatives will allow NatWest Group to compete effectively or will deliver the expected cost savings. In addition, the implementation of NatWest Group’s strategy, delivery on its climate ambition and cost-controlling measures, may also have an adverse effect on competitiveness and returns. Moreover, activist investors engagement and increased intervention may challenge NatWest Group’s strategic initiatives.

NatWest Group may also fail to identify opportunities or derive benefits from technological innovation, shifting customer behaviour or regulatory changes. Competitors may better attract and retain customers and key employees, operate more effective IT systems, have access to lower cost funding and/or be able to attract deposits on more favourable terms than NatWest Group. Although NatWest Group invests in new technologies and participates in industry and research-led technology development initiatives, such investments may be insufficient or ineffective, especially given NatWest Group’s focus on business simplification and cost efficiencies. This could affect NatWest Group’s ability to offer innovative products or technologies to customers.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	273

Risk factors continued The transfer of NatWest Group’s EU corporate portfolio involves certain risks.

To improve efficiencies and best serve customers, certain assets, liabilities, transactions and activities of NatWest Group (including its Western European corporate portfolio principally consisting of term funding and revolving credit facilities), have been or may be: (i) transferred from the ring-fenced subgroup of NatWest Group to NWM Group and/or (ii) transferred to the ring-fenced subgroup of NatWest Group from NWM Group, subject to customer and regulatory requirements, such as CRD VI. The timing, success and quantum of any of these transfers remain uncertain as is the impact of these transactions on its results of operations.

If such transfers are unable to be implemented in response to triggering events, such as changes in the regulatory environment, it may result in reputational damage.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Financial resilience risk

NatWest Group may not achieve its ambitions or targets, meet its guidance, or be in a position to continue to make discretionary capital distributions (including dividends to shareholders).

NatWest Group has set a number of financial, capital and operational targets and provided guidance including in respect of its: CET1 ratio target, return on tangible equity (RoTE), total income, other operating expenses, loan impairment rate, capital generation pre-distributions, customer assets and liabilities growth rate, cost:income ratio, RWAs, ordinary dividends, funding plans and requirements, employee engagement, diversity and inclusion as well as climate-related targets (including its climate and transition finance targets) and customer satisfaction targets and discretionary capital distributions). Refer to ‘The implementation and execution of NatWest Group’s strategy carries execution and operational risks and it may not achieve its stated aims and targeted outcomes.’

NatWest Group’s ability to meet its ambitions, targets, guidance, and make discretionary capital distributions is subject to various internal and external factors, risks and uncertainties.

These include but are not limited to: UK and global macroeconomic, political, market and regulatory uncertainties, customer behaviour, operational risks and risks relating to NatWest Group’s business model and strategy (including risks associated with climate and other sustainability-related issues), competitive pressures, and litigation, governmental actions, investigations and regulatory matters. If assumptions, judgements and estimates (for example about future economic conditions) prove to be incorrect, NatWest Group may not achieve any or all of its ambitions or targets, or meet its guidance.

In addition, as NatWest Group plc is a non-operating holding company, its source of income is from its operating subsidiaries that hold the principal assets and operations of NatWest Group and its ability to continue to make capital distributions (including dividends to shareholders) is therefore subject to such subsidiaries’ financial performance, and their respective ability to make capital distributions directly or indirectly to NatWest Group plc which, in certain cases, could also be restricted by applicable laws, regulations and other requirements. Refer to ‘NatWest Group, its customers and its counterparties face continued economic and political risks and uncertainties in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments.’

Any failure of NatWest Group to achieve ambitions or targets, meet its guidance, or make discretionary capital distributions may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	274

Risk factors continued NatWest Group has significant exposure to counterparty and borrower risk including credit losses, which may have an adverse effect on NatWest Group.

NatWest Group has exposure to many different sectors, customers and counterparties, and risks arising from actual or perceived changes in credit quality and the recoverability of monies due from borrowers and other counterparties are inherent in a wide range of NatWest Group’s businesses. These risks may increase where a significant proportion of NatWest Group’s business activities relate to a single counterparty, a related and/or connected group of counterparties or a similar type of customer, product, sector or geography. NatWest Group’s lending strategy and associated processes and systems may fail to identify, anticipate or quickly react to weaknesses or risks (including material cybersecurity vulnerabilities) in a particular sector, market, borrower or counterparty. NatWest Group may also fail to assess its credit risk appetite relative to competitors, or fail to appropriately value physical or financial collateral. This may result in increased default rates or a higher loss given default for loans, which may, impact NatWest Group’s profitability. Refer to ‘Risk and capital management — Credit Risk’.

The credit quality of NatWest Group’s borrowers and other counterparties may be affected by UK and global macroeconomic and political uncertainties, as well as prevailing economic and market conditions. For example, as the level of household indebtedness (on a per capita basis) in the UK remains high, the ability of households and businesses to service their debts could be worsened by a period of high unemployment, or high interest rates or inflation, particularly if prolonged.

Refer to ‘NatWest Group, its customers and its counterparties face continued economic and political risks and uncertainties in the UK and global markets, including as a result of inflation and interest rates, supply chain disruption, protectionist policies, and geopolitical developments’. Any further deterioration in these conditions or changes to legal or regulatory landscapes could worsen borrower and counterparty credit quality or impact the enforcement of contractual rights, increasing credit risk. Any increase in drawings upon committed credit facilities may also increase NatWest Group’s RWAs. NatWest Group may be affected by volatility in property prices (including as a result of political or economic conditions) given that NatWest Group’s mortgage loan portfolio as at 31 December 2025 amounted to £215.2 billion, representing 50.0% of NatWest Group’s total loan exposure. If property prices were to weaken this could lead to higher impairment charges, particularly if default rates also increase. In addition, NatWest Group’s credit risk may be exacerbated if the collateral that it holds cannot be realised as a result of market conditions, regulatory intervention, or other applicable laws, or if it is liquidated at prices not sufficient to recover the net amount outstanding to NatWest Group after accounting for any IFRS 9 provisions already made. This is most likely to occur during periods of illiquidity or depressed asset valuations.

NatWest Group is exposed to the financial sector, including sovereign debt securities, financial institutions, financial intermediation providers (including providing facilities to financial sponsors and funds, backed by assets or investor commitments) and securitised products (typically senior lending to special purpose vehicles backed by pools of segregated financial assets).

Concerns about, or a default by, a financial institution or intermediary could lead to significant liquidity problems and losses or defaults by other financial institutions or intermediaries, since the commercial and financial soundness of many financial institutions and intermediaries is closely related and interdependent as a result of credit, trading, clearing and other relationships. Any perceived lack of creditworthiness of a counterparty or borrower may lead to market-wide liquidity problems and losses for NatWest Group. In addition, the value of collateral may be correlated with the probability of default by the relevant counterparty (‘wrong way risk’), which would increase NatWest Group’s potential loss. Any of the above risks may also adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which NatWest Group interacts on a regular basis. Refer to ‘NatWest Group may not meet the prudential regulatory requirements for liquidity and funding or may not be able to adequately access sources of liquidity and funding, which could trigger the execution of certain management actions or recovery options.’

As a result, adverse changes in borrower and counterparty credit risk may cause additional impairment charges under IFRS 9, increased repurchase demands, higher costs, additional write-downs and losses for NatWest Group and an inability to engage in routine funding transactions. If NatWest Group experiences losses and a reduction in profitability, this is likely to affect the recoverable value of fixed assets, including goodwill and deferred taxes, which may lead to write-downs.

NatWest Group has applied an internal analysis of multiple economic scenarios (MES) together with the determination of specific overlay adjustments to inform its IFRS 9 ECL (Expected Credit Loss). The recognition and measurement of ECL is complex and involves the use of significant judgement and estimation. This includes the formulation and incorporation of multiple forward-looking economic scenarios into ECL to meet the measurement objective of IFRS 9. The ECL provision is sensitive to the model inputs and economic assumptions underlying the estimate. Refer to ‘Risk and capital management – Credit Risk’. A credit deterioration would also lead to RWA increases. Furthermore, the assumptions and judgements used in the MES and ECL assessment at 31 December 2025 may not prove to be adequate resulting in incremental ECL provisions for NatWest Group.

As NatWest Group has exposure to the financial industry, it also has exposure to shadow banking entities (i.e. entities which carry out activities of a similar nature to banks but without the same regulatory oversight). As a result, NatWest Group is required to identify and monitor its exposure to shadow banking entities, implement and maintain an internal framework for the identification, management, control and mitigation of the risks associated with exposure to shadow banking entities, and ensure effective reporting and governance regarding this. If NatWest Group is unable to properly identify and monitor its shadow banking exposure, maintain an adequate framework, and/or ensure effective reporting and governance regarding it, this may adversely affect NatWest Group.


NatWest Group Annual Report on Form 20-F 2025	275

Risk factors continued In line with certain mandated COVID-19 pandemic support schemes, NatWest Group assisted customers with a number of initiatives including NatWest Group’s participation in the Bounce Back Loan Scheme (‘BBLS’) products. NatWest Group sought to manage the risks of fraud and money laundering against the need for the fast and efficient release of funds to customers and businesses. NatWest Group may be exposed to fraud, conduct and litigation risks arising from inappropriate approval (or denial) of BBLS, or the enforcing or pursuing repayment thereof (or a failure to exercise forbearance), which may have an adverse effect on NatWest Group’s reputation and results of operations. The implementation of the initiatives and efforts mentioned above may result in litigation, regulatory and government actions and proceedings. These actions may result in judgements, settlements, penalties, fines, or removal of recourse to the government guarantee provided under those schemes for impacted loans.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group may not meet the prudential regulatory requirements for liquidity and funding or may not be able to adequately access sources of liquidity and funding, which could trigger the execution of certain management actions or recovery options.

Liquidity and the ability to raise funds continues to be a key area of focus for NatWest Group and the industry as a whole. NatWest Group is required by regulators in the UK, the EU and other jurisdictions in which it undertakes regulated activities to maintain adequate liquidity and funding resources. To satisfy its liquidity and funding requirements, NatWest Group may therefore access sources of liquidity and funding through retail and wholesale deposits, as well as through the debt capital markets.

As at 31 December 2025, NatWest Group plc subsidiaries held £487.1 billion in deposits from banks and customers. The level of deposits of NatWest Group may fluctuate due to factors outside of its control, such as a loss of customers, loss of customer and/or investor confidence (including in individual NatWest Group entities or as a result of volatility in the financial industry), changes in customer behaviour, changes in interest rates, government support, increasing competitive pressures for retail and corporate customer deposits (including from new entrants or fintech companies (including deposit aggregators)), new deposit offerings (such as digital assets), or the reduction or cessation of deposits by wholesale depositors, which could result in a significant outflow of deposits within a short period of time. An inability to grow or any material decrease in NatWest Group’s deposits could, particularly if accompanied by one or more of the other factors mentioned above, adversely affect NatWest Group’s ability to satisfy its liquidity or funding needs, or comply with its related regulatory requirements. In turn, this could require NatWest Group to adapt its funding plans or change its operations.

Macroeconomic developments, political uncertainty, changes in interest rates, market volatility, and other stress events could affect NatWest Group’s ability to access sources of liquidity and funding (including in foreign currencies) on satisfactory terms, or at all. This may result in higher funding costs and failure to comply with regulatory capital, funding and leverage requirements. As a result, NatWest Group and its subsidiaries could be required to change their funding plans. This could exacerbate funding and liquidity risk, which may adversely affect NatWest Group.

As at 31 December 2025, NatWest Group plc’s average liquidity coverage ratio was 147% for the preceding 12 months and its average net stable funding ratio was 135%. If its liquidity position and/or funding were to come under stress, and if NatWest Group were unable to raise funds through deposits, in the debt capital markets or through other reliable funding sources, on acceptable terms, or at all, its liquidity position would likely be adversely affected and it might be unable to meet deposit withdrawals on demand or at their contractual maturity, repay borrowings as they mature, meet its obligations under committed financing facilities, comply with regulatory funding requirements, undertake certain capital and/or debt management activities, and/or fund new loans, investments and businesses or make capital distributions to its shareholders.

If, under a stress scenario, the level of liquidity falls outside of NatWest Group’s risk appetite, there are a range of recovery management actions that NatWest Group could take to manage its liquidity levels, but any such actions may not be sufficient to restore adequate liquidity levels and the related implementation may have adverse consequences for NatWest Group’s operations.

Under the Prudential Regulation Authority (PRA) Rulebook, NatWest Group must maintain a recovery plan acceptable to its regulator, such that a breach of NatWest Group’s applicable liquidity requirements may trigger the application of NatWest Group’s recovery plan to attempt to remediate a deficient liquidity position. NatWest Group may need to liquidate assets to meet its liabilities, including disposals of assets not previously identified for disposal to reduce its funding commitments or trigger the execution of certain management actions or recovery options. In a time of reduced market liquidity, NatWest Group may be unable to sell its assets at attractive prices, or at all, which may adversely affect NatWest Group’s liquidity.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group may not meet the prudential regulatory requirements for regulatory capital and MREL, or manage its capital effectively, which could trigger the execution of certain management actions or recovery options.

NatWest Group is required by regulators in the UK, the EU and other jurisdictions in which it undertakes regulated activities to maintain adequate financial resources. Adequate levels of capital provide NatWest Group with financial flexibility specifically in its core UK operations in the face of turbulence and uncertainty in the UK and the global economy. Adequate levels of capital also enable NatWest Group plc to make discretionary capital distributions (including dividends to shareholders), undertake buybacks of its shares, and remain a viable, competitive and profitable business.


NatWest Group Annual Report on Form 20-F 2025	276

Risk factors continued As at 31 December 2025, NatWest Group plc’s CET1 ratio was 14.0% and is targeting a CET1 ratio in the range of around 13.0%. NatWest Group plc’s target CET1 ratio is based on a combination of its views on the appropriate level of capital and its actual and expected regulatory requirements and internal modelling, including stress scenarios and management’s and/or the PRA’s views on appropriate buffers above minimum required operating levels. NatWest Group plc’s current capital strategy is based on the expected accumulation of additional capital through the accrual of retained earnings over time, planned capital actions (including issuances, redemptions, and discretionary capital distributions), RWA growth in the form of regulatory uplifts and lending growth and other capital management initiatives which focus on improving capital efficiency and ensuring NatWest Group meets its medium-to-long term targets. NatWest Group intends to make capital distributions in surplus to its publicly stated CET1 ratio target of 13.0% to its equity investors, subject to macroeconomic conditions and regulatory approval, via a combination of dividends and buybacks. In making dividends distribution and buyback decisions, consideration is given to previously guided ordinary dividend pay-out ratios, and maximising shareholder value.

A number of factors may impact NatWest Group plc’s ability to maintain its CET1 ratio target and achieve its capital strategy. These include:

●	a depletion of its capital resources through increased costs or liabilities or reduced profits (for example, due to an increase in provisions due to a deterioration in UK or global economic conditions);
●	an increase in the quantum of RWAs/leverage exposure in excess of that expected, including due to regulatory changes (including their interpretation or application), or a failure in internal controls or procedures to accurately measure and report RWAs/leverage exposure;
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●	changes in prudential regulatory requirements including NatWest Group plc’s total capital requirement/leverage requirement set by the PRA, including Pillar 2 requirements, as applicable, and regulatory buffers as well as any applicable scalars;
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●	reduced upstreaming of dividends from NatWest Group plc’s subsidiaries because of changes in their financial performance and/or the extent to which entity-specific capital requirements exceed NatWest Group plc’s CET1 ratio target; and
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●	limitations on the use of double leverage (i.e., NatWest Group plc’s use of debt to invest in the equity of its subsidiaries, as a result of the BoE’s and/or NatWest Group’s evolving views on distribution of capital within groups).
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A shortage or reduction of capital could in turn affect NatWest Group plc’s capital ratio, and/or its ability to make capital distributions and in turn NatWest Group may not remain a viable, competitive or profitable banking business. A minimum level of capital is required to be met by NatWest Group plc for it to be entitled to make certain discretionary payments, and institutions such as NatWest Group plc which fail to meet the regulatory combined buffer requirement are subject to restricted discretionary payments. The resulting restrictions are scaled according to the extent of the breach of the combined buffer requirement and calculated as a percentage of the profits of the institution since the last distribution of profits or discretionary payment which gives rise to a maximum distributable amount (MDA) (if any) that the financial institution can distribute through discretionary payments. Any breach of the combined buffer requirement may necessitate NatWest Group plc reducing or ceasing discretionary payments to shareholders (including payments of dividends) and buybacks depending on the extent of the breach.

NatWest Group plc is required to meet an external MREL equivalent to the higher of: (i) two times the sum of Pillar 1 and Pillar 2A, or (ii) if subject to a leverage ratio requirement, two times the applicable requirement. The BoE has identified a “single point-of-entry” at NatWest Group plc, as the preferred resolution strategy for NatWest Group. As a result, NatWest Group plc is the only entity within NatWest Group that can externally issue securities that count towards its MREL requirements, the proceeds of which can then be downstreamed to meet the internal MREL of its operating entities and intermediate holding companies.

If NatWest Group plc is unable to raise or retain the requisite amount of regulatory capital or MREL, downstream the proceeds of MREL to subsidiaries as required, or to otherwise meet its regulatory capital, MREL and leverage requirements, it may be exposed to increased regulatory supervision or sanctions, loss of customer and/or investor confidence, constrained or more expensive funding and be unable to make discretionary payments on capital instruments.

If, under a stress scenario, the level of regulatory capital or MREL falls outside of NatWest Group’s risk appetite, there are a range of recovery management actions (focused on risk reduction and mitigation) that NatWest Group could seek to take to manage its capital levels, but any such actions may not be sufficient to restore adequate capital levels. Under the PRA Rulebook, NatWest Group must maintain a recovery plan acceptable to its regulator, such that a breach of NatWest Group’s applicable capital or leverage requirements may trigger the application of NatWest Group’s recovery plan to remediate a deficient capital position. Further, NatWest Group’s regulator may request that NatWest Group carry out certain capital management actions or, if NatWest Group plc’s CET1 ratio falls below 7%, certain regulatory capital instruments issued by NatWest Group plc will be written-down or converted into equity, and there may be an issue of additional equity by NatWest Group plc, which could result in the reduction in value of the holdings of NatWest Group plc’s existing shareholders. The success of such issuances will also be dependent on favourable market conditions and NatWest Group may not be able to raise the amount of capital required on acceptable terms, or at all.

Separately, NatWest Group may address a shortage of capital by taking action to reduce leverage exposure and/or RWAs via asset or business disposals. These actions may, in turn, affect: NatWest Group’s product offering, credit ratings, ability to operate its businesses, pursue its strategy and strategic opportunities, any of which may adversely affect NatWest Group. Refer to ‘NatWest Group may become subject to the application of UK statutory stabilisation or resolution powers which may result in, for example, the cancellation, transfer or dilution of ordinary shares, or the write-down or conversion of certain other of NatWest Group’s securities.’; and ‘NatWest Group could be adversely affected if it fails to meet the requirements of regulatory stress tests, or if NatWest Group’s resolution preparations are deemed inadequate.’

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	277

Risk factors continued Any reduction in the credit rating and/or outlooks assigned to NatWest Group plc, any of its subsidiaries or any of their respective debt securities could adversely affect the availability of funding for NatWest Group, reduce NatWest Group’s liquidity and funding position and increase the cost of funding.

Rating agencies regularly review NatWest Group plc and other NatWest Group entities’ credit ratings and outlooks.

NatWest Group entities’ credit ratings and outlooks could be negatively affected (directly and indirectly) by a number of factors that can change over time, including, without limitation: credit rating agencies’ assessment of NatWest Group’s strategy and management’s capability; its financial condition including in respect of profitability, asset quality, capital, funding and liquidity, and risk management practices; the level of political support for the sectors and regions in which NatWest Group operates; the legal and regulatory frameworks applicable to NatWest Group’s legal structure; business activities and the rights of its creditors; changes in rating methodologies; changes in the relative size of the loss-absorbing buffers protecting bondholders and depositors; the competitive environment; political, geopolitical and economic conditions in NatWest Group’s key markets (including inflation and interest rates, supply chain disruption, protectionist policies and geopolitical developments); and/or any reduction of the UK’s sovereign credit rating and market uncertainty. In addition, credit rating agencies take into consideration sustainability-related factors, including climate, environmental, social and governance related risk, as part of their credit rating analysis (as do investors in their investment decisions).

Any reductions in the credit ratings of NatWest Group plc or of certain other NatWest Group entities could have adverse consequences including, without limitation, (i) reduced access to capital markets; (ii) a reduction in deposit base; and (iii) triggering additional collateral or other requirements in its funding arrangements or the need to amend such arrangements. Any of these consequences could adversely affect NatWest Group’s liquidity and funding position, cost of funding and could limit the range of counterparties willing to enter into transactions with NatWest Group on favourable terms, or at all. This may in turn adversely affect NatWest Group’s competitive position and threaten its prospects.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group could incur losses or be required to maintain higher levels of capital as a result of limitations or failure of various models.

Given the complexity of NatWest Group’s business, strategy and capital requirements, NatWest Group relies on models for a wide range of purposes, including to manage its business, assess the value of its assets and its risk exposure, as well as to anticipate capital and funding requirements (including to facilitate NatWest Group’s mandated stress testing). In addition, NatWest Group utilises models for valuations, credit approvals, calculation of loan impairment charges on an IFRS 9 basis, financial reporting and to help address criminal activities in the form of money laundering, terrorist financing, bribery and corruption, tax evasion and sanctions as well as external or internal fraud (collectively, ‘financial crime’).

NatWest Group’s models, and the parameters and assumptions on which they are based, are periodically reviewed.

Model outputs are inherently uncertain, because they are imperfect representations of real-world phenomena, are simplifications of complex real-world systems and processes, and are based on a limited set of observations. NatWest Group also continues to invest in building new capabilities that employ new artificial intelligence technologies, such as generative artificial intelligence, and it expects its use of these technologies to increase over time. However, there are significant risks involved in utilising more sophisticated modelling approaches, including artificial intelligence, and no assurance can be provided that NatWest Group’s use of artificial intelligence in its models will enhance its business or produce only intended or beneficial results. NatWest Group may face adverse consequences as a result of actions or decisions based on models that are poorly developed, incorrectly implemented, non-compliant, outdated or used inappropriately. This includes models that are based on inaccurate or non-representative data (for example, where there have been changes in the micro or macroeconomic environment in which NatWest Group operates) or as a result of the modelled outcome being misunderstood, or used for purposes for which it was not designed. This could result in findings of deficiencies by NatWest Group’s regulators (including as part of NatWest Group’s mandated stress testing), increased capital requirements, rendering some business lines uneconomical, requiring management action or subjecting NatWest Group to regulatory sanction, any of which in turn may also have an adverse effect on NatWest Group and its customers.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group’s financial statements are sensitive to underlying accounting policies, judgements, estimates and assumptions.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses, exposures and RWAs. While estimates, judgements and assumptions take into account historical experience and other factors (including market practice and expectations of future events that are believed to be reasonable under the circumstances), actual results may differ due to the inherent uncertainty in making estimates, judgements and assumptions (particularly those involving the use of complex models).

Further, accounting policy and financial statement reporting requirements increasingly require management to adjust existing judgements, estimates and assumptions for the effects of climate-related, sustainability and other matters that are inherently uncertain and for which there is little historical experience which may affect the comparability of NatWest Group’s future financial results with its historical results. Actual results may differ due to the inherent uncertainty in making climate-related and sustainability estimates, judgements and assumptions.

Refer to ‘There are significant limitations related to accessing accurate, reliable, verifiable, auditable, consistent and comparable climate and sustainability-related data that contributes to substantial uncertainties in accurately assessing, managing and reporting on climate and sustainability-related information and risks, as well as making informed decisions.’


NatWest Group Annual Report on Form 20-F 2025	278

Risk factors continued Accounting policies deemed critical to NatWest Group’s results and financial position, based upon materiality and significant judgements and estimates, involve a high degree of uncertainty and may have a material impact on its results. For 2025, these include loan impairments, fair value, and deferred tax. These are set out in ‘Critical accounting policies and sources of estimation uncertainty’.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Changes in accounting standards may materially impact NatWest Group’s financial results.

NatWest Group prepares its consolidated financial statements in conformity with the requirements of the Companies Act 2006 and in accordance with UK-adopted IAS, and IFRS as issued by the International Accounting Standards Board. Changes in accounting standards or guidance by accounting bodies and/or changes in accounting standards requirements by regulatory bodies or in the timing of their implementation, whether immediate or foreseeable, could result in NatWest Group having to recognise additional liabilities on its balance sheet, or in further write-downs or impairments to its assets and could also have a material adverse effect on NatWest Group.

Additionally, auditors may have different interpretations of these accounting standards, and any change of auditor may lead to unfavourable changes in NatWest Group’s accounting policies. From time to time, the International Accounting Standards Board may also issue new accounting standards or interpretations that could materially impact how NatWest Group calculates, reports and discloses its financial results and financial condition, and which may affect NatWest Group’s capital ratios, including the CET1 ratio and the required levels of regulatory capital. New accounting standards and interpretations that have been issued by the International Accounting Standards Board but which have not yet been adopted by NatWest Group are discussed in ‘Future accounting developments’.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

The value or effectiveness of any credit protection that NatWest Group has acquired depends on the value of the underlying assets and the financial condition of the insurers and counterparties.

The value or effectiveness of any credit protection that NatWest Group has acquired, including credit default swaps (CDSs), significant risk transfer (SRT) transactions, credit risk insurance (CRI), and financial guarantees (FG) depends on the value of the underlying assets and the financial condition of the insurers, counterparties and protection providers, and prevailing market spreads. Although extensive assessments are undertaken prior to execution, there can be no assurance that such protection will remain effective or enforceable, and any failure could adversely impact NatWest Group’s risk profile, capital position and reputation.

For CDS, changes in credit spreads, deterioration in counterparty creditworthiness, the outcome of determination committees, or disputes over contractual terms may result in valuation adjustments, impairments or increased collateral requirements, creating potential liquidity pressures. For SRT transactions, the anticipated capital relief is subject to ongoing regulatory recognition and the performance of the securitised portfolio. Any deterioration in asset quality, structural breaches, operational errors or changes in regulatory interpretation could reduce or eliminate the expected benefit. These transactions also introduce counterparty and model risk. For CRI, the enforceability of policies and the financial strength of insurers are critical. Disputes over coverage, policy exclusions, delays in claims settlement or insurer default could result in losses not being mitigated as intended. Concentration risk may arise where protection is sourced from a limited number of insurers, increasing vulnerability to sector-wide stress. As with other forms of credit protection, fluctuations in fair value or deterioration in the financial condition or perceived creditworthiness of counterparties and insurers may lead to additional valuation adjustments or impairments. Any such developments or fair value changes may have a material adverse effect on NatWest Group.

Any of the above may have an adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group could be adversely affected if it fails to meet the requirements of regulatory stress tests, or if NatWest Group’s resolution preparations are deemed inadequate.

NatWest Group entities are subject to annual and other stress tests by their respective regulators in the UK and EU.

Stress tests are designed to assess the resilience of banks such as NatWest Group to potential adverse economic or financial developments and ensure that they have robust, forward-looking capital planning processes that account for the risks associated with their business profile. If the stress tests reveal that a bank’s existing regulatory capital buffers are not sufficient to absorb the impact of the stress, then it is possible that NatWest Group may need to take action to strengthen its capital position. Failure by NatWest Group to meet the quantitative and qualitative requirements of the stress tests as set forth by its UK regulator may result in: NatWest Group’s regulators requiring NatWest Group to generate additional capital, reputational damage, increased supervision and/or regulatory sanctions, restrictions on capital distributions and loss of investor confidence, all of which may adversely affect NatWest Group.

NatWest Group is also subject to regulatory oversight by the BoE and the PRA and is required under the PRA Rulebook to carry out an assessment of its preparations for resolution, submit a report of the assessment to the PRA, and disclose a summary of this report. In August 2024, the BoE communicated its assessment of NatWest Group’s preparations for a potential resolution scenario and did not identify any areas for further enhancement, shortcomings, deficiencies or substantive impediments.

NatWest Group could be adversely affected should future BoE assessments deem NatWest Group’s preparations to be inadequate. If future BoE assessments identify any areas for further enhancement, shortcomings, deficiencies or substantive impediments in NatWest Group’s ability to achieve the resolvability outcomes or reveal that NatWest Group is not adequately prepared to be resolved, or does


NatWest Group Annual Report on Form 20-F 2025	279

Risk factors continued not have adequate plans in place to meet resolvability requirements, NatWest Group may be required to take action to enhance its preparations to be resolvable, resulting in additional costs and the dedication of additional resources. Such a scenario may have an impact on NatWest Group as, depending on the BoE’s assessment, potential action may include, but is not limited to, restrictions on NatWest Group’s maximum individual and aggregate exposures, a requirement to dispose of specified assets, a requirement to change its legal or operational structure, a requirement to cease carrying out certain activities, a requirement not to make discretionary distributions or undertake share buybacks, and/or a requirement to maintain a specified amount of MREL. This may also impact NatWest Group’s strategic plans.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation, or lead to a loss of investor confidence.

NatWest Group may become subject to the application of UK statutory stabilisation or resolution powers which may result in, for example, the cancellation, transfer or dilution of ordinary shares, or the write-down or conversion of certain other of NatWest Group’s securities.

The BoE, the PRA, the FCA, and HM Treasury (together, the ‘Authorities’) are granted substantial powers to resolve and stabilise UK-incorporated financial institutions. Five stabilisation options exist: (i) transfer of all of the business of a relevant entity or the shares of the relevant entity to a private sector purchaser; (ii) transfer of all or part of the business of the relevant entity to a ‘bridge bank’ wholly or partially owned by the BoE; (iii) transfer of part of the assets, rights or liabilities of the relevant entity to one or more asset management vehicles for management of the transferor’s assets, rights or liabilities; (iv) the write-down, conversion, transfer, modification, or suspension of the relevant entity’s equity, capital instruments and liabilities; and (v) temporary public ownership of the relevant entity. These options may be applied to NatWest Group plc as the parent company or to any subsidiary where certain conditions are met (such as, whether the firm is failing or likely to fail, or whether it is reasonably likely that action will be taken (outside of resolution) that will result in the firm no longer failing or being likely to fail). Moreover, there are modified insolvency and administration procedures for relevant entities within NatWest Group, and the Authorities have the power to modify or override certain contractual arrangements in certain circumstances and amend the law for the purpose of enabling their powers to be used effectively and may promulgate provisions with retrospective applicability.

Uncertainty exists as to how the Authorities may exercise their powers including the determination of actions to be undertaken in relation to the ordinary shares and other securities issued by NatWest Group, which may depend on factors outside of NatWest Group’s control. Moreover, the UK Banking Act 2009 provisions remain largely untested in practice, particularly in respect of resolutions of large financial institutions and groups.

If NatWest Group is at or is approaching the point such that regulatory intervention is required, any exercise of the resolution regime powers by the Authorities may adversely affect holders of NatWest Group plc’s ordinary shares or other NatWest Group securities. This may result in various actions being undertaken in relation to NatWest Group and any securities of NatWest Group, including cancellation, transfer, dilution, write-down or conversion (as applicable). There may also be a corresponding adverse effect on the market price of such ordinary shares and other NatWest Group securities.

Each of these actions may also have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Operational and IT resilience risk

Operational risks (including reliance on third party suppliers and outsourcing of certain activities) are inherent in NatWest Group’s businesses.

Operational risk is the risk of loss or disruption resulting from inadequate or failed internal processes, procedures, people or systems, or from external events.

NatWest Group operates in several countries, offering a diverse range of products and services supported directly or indirectly by third party suppliers.

As a result, operational risks or losses can arise from a number of internal or external factors (including for example, payment errors or financial crime and fraud), for which there is continued scrutiny by third parties of NatWest Group’s compliance with financial crime requirements.

Operational risks also exist due to the implementation of NatWest Group’s strategy, and the organisational and operational changes involved, including: NatWest Group’s cost-controlling and simplification measures; continued digitalisation and the integration of artificial intelligence in the business; acquisition, divestments and other transactions; the implementation of recommendations from internal and external reviews with respect to certain governance processes, policies, systems and controls of NatWest Group entities; and conditions affecting the financial services industry generally (including macroeconomic and other geopolitical developments) as well as the legal and regulatory uncertainty resulting from these conditions. Any of the above may place significant pressure on NatWest Group’s ability to maintain effective internal controls and governance frameworks.

Financial crime continues to evolve, whether through fraud, scams, cyberattacks or other criminal activity. These risks are exacerbated as NatWest Group continues to innovate its product offering and increasingly offers digital solutions to its customers, including through mobile banking. Financial crime assessment, systems and controls, internal stress tests and models are critical to financial crime risk management.


NatWest Group Annual Report on Form 20-F 2025	280

Risk factors continued Ineffective risk management may arise from a wide variety of factors, including lack of transparency or incomplete risk reporting, manual processes and controls, inaccurate data, inadequate IT systems, unidentified conflicts or misaligned incentives, lack of accountability control and governance, incomplete risk monitoring and management, insufficient challenges or assurance processes, or a failure to commence or timely complete risk remediation projects. Weak or ineffective financial crime processes and controls may risk NatWest Group inadvertently facilitating financial crime which may result in regulatory investigation, sanction, litigation, fines and/or reputational damage. Further, failure to manage these risks effectively, or within regulatory expectations, could adversely affect NatWest Group’s reputation or its relationship with its regulators, customers, shareholders or other stakeholders. Refer to, ‘NatWest Group is exposed to the risks of various litigation matters, regulatory and governmental actions and investigations as well as remedial undertakings, the outcomes of which are inherently difficult to predict, and which could have an adverse effect on NatWest Group.’ These risks are also exacerbated when NatWest Group relies on critical service providers (suppliers) or vendors to provide services to it or its customers, as is increasingly the case as NatWest Group outsources certain activities, including with respect to the implementation of technologies, innovation (such as cloud services and artificial intelligence) and responding to regulatory and market changes.

NatWest Group also faces operational risks as it continues to invest in the automation of certain solutions and customer interactions, including through artificial intelligence. Such initiatives may result in operational, reputational and conduct risks if the technology is not used appropriately, is defective or inadequate, or is not fully integrated into NatWest Group’s current solutions, systems and controls. The effective management of operational risks is critical to meeting customer service expectations and retaining and attracting customer business. Although NatWest Group has implemented risk controls and mitigation actions, with resources and planning devoted to mitigate operational risk, such measures may not be effective in controlling each of the operational risks faced by NatWest Group.

Ineffective management of such risks may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group is subject to sophisticated and frequent cyberattacks, and compliance with cybersecurity and data protection regulations is becoming increasingly complex.

NatWest Group experiences a constant threat from cyberattacks across the entire NatWest Group and against NatWest Group’s supply chain networks, reinforcing the importance of due diligence of, ongoing risk management of, and a close working relationship with, the third parties on which NatWest Group relies. NatWest Group is reliant on technology, against which there is a constantly evolving series of attacks that are increasing in terms of frequency, sophistication, impact and severity. The increased availability of malicious tools and the rapid advancement of artificial intelligence capabilities reduce entry barriers for malicious actors and accelerate the exploitation of vulnerabilities leading to cyberattacks evolving and becoming more sophisticated. As a result, NatWest Group is required to continue to invest significant resources in additional capability designed to defend against a variety of existing and emerging threats.

Third parties continue to make hostile attempts to gain access to, introduce malware (including ransomware) into, and exploit potential vulnerabilities of, financial services institutions’ IT systems, including those of NatWest Group. For example, in 2025, NatWest Group and its supply chain were subjected to a small number of attempted Distributed Denial of Service and ransomware attacks. These hostile attempts were addressed without material impact on NatWest Group or its customers by deploying cybersecurity capabilities and controls that seek to manage the impact of any such attacks, and sustain availability of services for NatWest Group’s customers.

Consequently, NatWest Group continues to invest significant resources in developing and evolving cybersecurity capabilities and controls that are designed to mitigate the potential effect of such attacks. However, given the nature of the threat, there can be no assurance that these capabilities and controls will prevent the potential adverse effect of an attack from occurring. Refer to ‘NatWest Group’s operations are highly dependent on its complex IT systems and any IT failure could adversely affect NatWest Group.’

Any failure in NatWest Group’s information and cybersecurity policies, procedures or controls, may result in significant financial losses, major business disruption, inability to deliver customer services, or loss of, or ability to access, data or systems or other sensitive information (including as a result of an outage) and may cause associated reputational damage. Any of these factors could increase costs (including, but not limited to costs relating to notification of, or compensation to customers, credit monitoring or card reissuance), result in regulatory investigations or sanctions being imposed or may affect NatWest Group’s ability to retain and attract customers. Regulators in the UK, US, Europe and Asia recognise cybersecurity as an important systemic risk to the financial sector and have highlighted the need for financial institutions to improve their monitoring and control of, and resilience (particularly of critical services) to cyberattacks, and to provide timely reporting or notification of them, as appropriate (including, for example, the SEC cybersecurity requirements and the EU Digital Operational Resilience Act (‘DORA’)). Furthermore, cyberattacks on NatWest Group’s counterparties and suppliers may also have an adverse effect on NatWest Group’s operations.

Additionally, malicious third parties may induce employees, customers, third-party providers or other users with access to NatWest Group’s systems to wrongfully disclose sensitive information to gain access to NatWest Group’s data or systems or that of NatWest Group’s customers or employees. Cybersecurity and information security events can derive from factors such as: internal or external threat actors, human error, fraud or malice on the part of NatWest Group’s employees, customers or third parties, including third-party providers, or may result from technological failure (including defective, inadequate or inappropriately used artificial intelligence based solutions).

NatWest Group expects greater regulatory engagement, supervision and enforcement to continue in relation to its overall resilience to withstand IT and IT-related disruption, either through a cyberattack or some other disruptive event. Such increased regulatory engagement, supervision and enforcement is uncertain in relation to the scope, cost, consequence and the pace of change, which may have a material adverse effect on NatWest Group. Due to NatWest Group’s reliance on technology, the adoption of innovative solutions, the integration of automated processes and artificial intelligence in its business and the increasing sophistication, frequency and impact of cyberattacks, such attacks may have an adverse effect on NatWest Group.


NatWest Group Annual Report on Form 20-F 2025	281

Risk factors continued In accordance with applicable UK and EU data protection, and cybersecurity laws and regulations, NatWest Group is required to ensure it implements timely, appropriate and effective organisational and technological safeguards against unauthorised or unlawful access to the data of NatWest Group, its customers and its employees.

In order to meet this requirement, NatWest Group relies on the effectiveness of its internal policies, controls and procedures to protect the confidentiality, integrity and availability of information held on its IT systems, networks and devices as well as with third parties with whom NatWest Group interacts. As NatWest Group develops new artificial intelligence-based products, proprietary, sensitive, or confidential customer information may be inputted into third-party generative or other artificial intelligence or machine learning platforms, and could potentially be accessed by others, including if such information is used to train third-party artificial intelligence models. This may increase the risk of data leakage, data poisoning, potential bias, discrimination, errors, and misuse. A failure to monitor and manage data in accordance with applicable requirements may result in financial losses, regulatory fines, investigations and litigation, and associated reputational damage.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group’s operations and strategy are highly dependent on the accuracy and effective use of data.

NatWest Group relies on the availability, sourcing, and effective use of accurate and high quality data to support, monitor, evaluate, manage and enhance its operations, innovate its products offering, meet its regulatory obligations, and deliver its strategy. Investment is being made in data tools and analytics, including raising awareness around ethical data usage (for example, in relation to the use of artificial intelligence) and privacy across NatWest Group. The availability and accessibility of current, complete, detailed, accurate and, wherever possible, machine-readable customer segment and sub-sector data, together with appropriate governance and accountability for data, is fast becoming a critical strategic asset, which is subject to increased regulatory focus.

Failure to have or to be able to access that data or the ineffective use or governance of that data could result in a failure to manage and report important risks and opportunities or satisfy customers’ expectations including the inability to deliver products and services. This could also place NatWest Group at a competitive disadvantage by increasing its costs, inhibiting its efforts to reduce costs or its ability to improve its systems, controls and processes. Any of the above could result in a failure to deliver NatWest Group’s strategy.

These data weaknesses and limitations, or the unethical or inappropriate use of data, and/or non-compliance with data protection laws could give rise to conduct and litigation risks and may increase the risk of operational challenges, losses, reputational damage or other adverse consequences due to inappropriate models, systems, processes, decisions or other actions.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group’s operations are highly dependent on its complex IT systems and any IT failure could adversely affect NatWest Group.

NatWest Group’s operations are highly dependent on the ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations. The proper functioning of NatWest Group’s transactional and payment systems, financial crime and fraud detection systems and controls, risk management, credit analysis and reporting, accounting, customer service and other IT systems, including cloud services providers (some of which are owned and operated by other entities in NatWest Group or third parties), as well as the communication networks between its branches and main data processing centres, is critical to NatWest Group’s operations. NatWest Group’s reliance on a limited number of cloud services providers increases its exposure to disruption events affecting these cloud services providers. Individually or collectively, whether operated by NatWest Group or by a third party supplier, any system failure (including defective or inadequate automated processes or artificial intelligence based solutions), loss of service availability, mobile banking disruption, or breach of data security could potentially cause significant damage to: (i) important business services across NatWest Group; and (ii) NatWest Group’s ability to provide services to its customers, which could result in reputational damage, significant compensation costs and regulatory sanctions (including fines resulting from regulatory investigations) or a breach of applicable regulations and could affect NatWest Group’s regulatory approvals, competitive position, business and brands, which could undermine its ability to attract and retain customers and talent.

NatWest Group outsources certain functions as it innovates and offers new digital solutions to its customers to meet the demand for online and mobile banking. Outsourcing alongside remote working heighten the above risks.

NatWest Group uses IT systems that enable remote working interface with third-party systems. NatWest Group could experience service denials or disruptions if such IT systems exceed capacity or if NatWest Group or a third-party system fails or experiences any interruptions, all of which could result in business and customer interruption and related reputational damage, significant compensation costs, regulatory sanctions and/or a breach of applicable regulations. Hybrid working arrangements for NatWest Group employees place heavy reliance on the IT systems that enable remote working and may place additional pressure on NatWest Group’s ability to maintain effective internal controls and governance frameworks and increase operational risk.

In 2025, NatWest Group continued to make considerable investments to further simplify, upgrade and improve its IT and technology capabilities (including migration of certain services to cloud platforms and risk-based removal of technology obsolescence). NatWest Group continues to develop and enhance digital services for its customers and seeks to improve its competitive position through integrating automated processes and artificial intelligence based solutions in its business and by enhancing controls and procedures and strengthening the resilience of services including cybersecurity.


NatWest Group Annual Report on Form 20-F 2025	282

Risk factors continued Any failure of these investment and rationalisation initiatives to achieve the expected results due to poor design or implementation, defects or otherwise, may adversely affect NatWest Group’s operations, its reputation and ability to retain or grow its customer business or adversely affect its competitive position.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group relies on attracting, retaining and developing diverse senior management and skilled personnel, and is required to maintain good employee relations.

NatWest Group’s success depends on its ability to attract, retain, and develop a highly skilled and qualified diverse workforce, including senior management, and other employees in critical roles (such as in technology, artificial intelligence and data), in a highly competitive market.

NatWest Group’s ability to attract, retain and develop highly skilled and qualified diverse senior management and personnel may be more difficult due to heightened regulatory oversight of banks compared to firms outside of banking and ongoing restrictions on employee compensation arrangements, particularly in the EU. In addition, certain economic, market and regulatory conditions may reduce the pool of candidates for key management and non-executive roles, including non-executive directors with the right skills, knowledge and experience, or may increase the number of departures of existing employees. Moreover, a failure to foster a diverse workforce and an inclusive work environment may adversely affect NatWest Group’s employee engagement and the execution of its strategy and could also have an adverse effect on its reputation with employees, customers, investors and regulators.

NatWest Group’s businesses are also exposed to risks from employee, contractor or service providers misconduct including non-compliance with policies and regulations, negligence or fraud (including financial crimes and fraud), any of which could result in regulatory fines or sanctions and serious reputational or financial harm to NatWest Group. Hybrid working arrangements are also subject to regulatory scrutiny to ensure adequate recording, surveillance and supervision of regulated activities, and compliance with regulatory requirements and expectations, including requirements to: meet threshold conditions for regulated activities; ensure the ability to oversee functions (including any outsourced functions); ensure no detriment is caused to customers; and ensure no increased risk of financial crime.

Many of NatWest Group’s employees in the UK, the Republic of Ireland and continental Europe are represented by employee representative bodies, including trade unions and works councils. Engagement with its employees and such bodies is important to NatWest Group in maintaining good employee relations. Any failure to do so may adversely affect NatWest Group’s ability to operate its business effectively.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

A failure in NatWest Group’s risk management framework could adversely affect NatWest Group, including its ability to achieve its strategic objectives.

Risk management is a fundamental component of NatWest Group’s operations and is critical to the effective delivery of its long-term strategic objectives. The Enterprise-Wide Risk Management Framework sets the approach for risk management and outlines key principles for sound risk governance and setting of risk appetite with respect to: financial risk (capital risk, liquidity and funding risk, credit risk, traded market risk, non-traded, market risk, pension risk, earning stability risk) and non-financial risk (model risk, reputational risk, financial crime, operational risk, compliance and conduct risk). Non-compliance with this framework, including deviations from risk appetite, or any significant shortcomings in related controls and procedures, may have a detrimental effect on NatWest Group’s financial condition, strategic delivery, or result in inaccurate reporting of risk exposures.

NatWest Group promotes a risk-aware culture and invests in policies and resources to manage risks. However, these measures may not entirely prevent a failure in NatWest Group’s risk management framework. For example, instances of misconduct may arise from: business decisions, actions or reward mechanisms that fail to comply with NatWest Group’s regulatory obligations, do not adequately address customers’ needs, or are misaligned with NatWest Group’s strategic objectives; ineffective product management; unethical or inappropriate use of data, information asymmetry, implementation and utilisation of new technologies, outsourcing of customer service and product delivery; inappropriate behaviour towards customers, customer outcomes, the possibility of mis-selling of financial products; and mishandling of customer complaints.

Any failure in NatWest Group’s risk management framework may result in the inability to achieve its strategic objectives for its customers, employees and wider stakeholders.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.


NatWest Group Annual Report on Form 20-F 2025	283

Risk factors continued NatWest Group’s operations are subject to inherent reputational risk.

Reputational risk relates to stakeholder and public perceptions of NatWest Group arising from an actual or perceived failure to meet stakeholder or the public’s expectations, including with respect to NatWest Group’s strategy and related targets or due to any events, behaviour, action or inaction by NatWest Group, its employees or those with whom NatWest Group is associated. Refer to ‘NatWest Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect NatWest Group.’ This includes harm to its brand, which may be detrimental to NatWest Group’s business, including its ability to build or sustain business relationships with customers, stakeholders and regulators, and may cause low employee morale, regulatory censure or reduced access to, or an increase in the cost of, funding. Reputational risk may arise whenever there is, or there is perceived to be, a material lapse in standards of integrity, controls, compliance, customer or operating efficiency, or regulatory or press scrutiny, and may adversely affect NatWest Group’s ability to attract and retain customers.

In particular, NatWest Group’s ability to attract and retain customers (particularly, corporate/institutional and retail depositors), and talent, and engage with counterparties may be adversely affected by factors including: negative public opinion resulting from the actual or perceived manner in which NatWest Group conducts or modifies its business activities and operations, media coverage (whether accurate or otherwise), employee misconduct, NatWest Group’s financial performance, IT systems failures or cyberattacks, data breaches, financial crime and fraud, or the actual or perceived practices in the banking and financial industry in general, or a wide variety of other factors.

Technologies, in particular online social networks and other broadcast tools that facilitate communication with large audiences in short timeframes and with minimal costs, may also significantly increase and accelerate the impact of damaging information and allegations.

Although NatWest Group has a Reputational Risk Policy and framework to identify, measure and manage material reputational risk exposures, there is a risk that it may not be successful in avoiding or mitigating damage to its business or its various brands from reputational risk.

Any of the above aspects of reputational risk may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Legal and regulatory risk

NatWest Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect NatWest Group.

NatWest Group is subject to extensive laws, regulations, guidelines, corporate governance practice and disclosure requirements, administrative actions and policies in each jurisdiction in which it operates, which presents ongoing compliance and conduct risks. Many of these are constantly evolving and are subject to further material changes, which may increase compliance and conduct risks, particularly as the laws of different jurisdictions (including those of the EU/EEA and UK) diverge. NatWest Group expects government and regulatory intervention in the financial services industry to remain high for the foreseeable future.

Regulators and governments continue to focus on refining the prudential regulation within the financial services industry and enhancing the way financial services are conducted, with the dual aim of fostering greater competition and supporting sustainable growth. Forthcoming measures include enhanced capital, liquidity and funding requirements, through future implementation of the Basel 3.1 standards (and any resulting effect on RWAs and models). This is in addition to previous measures, such as: the UK ring-fencing regime, the strengthening of the recovery and resolution framework applicable to financial institutions in the UK, EU and US, financial industry reforms (such as the FSMA 2023), corporate governance requirements, rules relating to the compensation of senior management and other employees, enhanced data protection and IT resilience requirements, financial market infrastructure reforms, enhanced regulations in respect of the provision of ‘investment services and activities’.

There is also continued regulatory focus in certain areas, including conduct, model risk governance, consumer protection in retail or other financial markets (such as the FCA’s rules governing interactions with and the provision of services to retail customers, the ‘Consumer Duty’), competition and disputes regimes, anti-money laundering, anti-corruption, anti-bribery, anti-tax evasion, payment systems and digital assets, sanctions and anti-terrorism laws and regulations.

In addition, there is significant oversight by competition authorities. The competitive landscape for banks and other financial institutions in the UK, EU/EEA, US and Asia is rapidly changing. Recent regulatory and legal changes have resulted, and may continue to result, in new market participants and changed competitive dynamics in certain key areas. Regulatory and competition authorities, including the CMA, are also reviewing and focusing more on how they can support competition and innovation in digital and other markets. Future competition investigations, market reviews, or regulation of mergers may lead to the imposition of financial penalties or market remedies that may adversely affect NatWest Group’s competitive or financial position. Recent regulatory changes and heightened levels of public and regulatory scrutiny in the UK, EU and US have resulted in increased capital, funding and liquidity requirements, changes in the competitive landscape, changes in other regulatory requirements and increased operating costs, and have impacted, and will continue to impact, product offerings and business models.


NatWest Group Annual Report on Form 20-F 2025	284

Risk factors continued Moreover, uncertainties remain as to the extent to which EU/EEA laws will diverge from UK law. For example, bank regulation in the UK may diverge from European bank regulation following the enactment of the Financial Services and Markets Act 2023 (‘FSMA 2023’) and the Retained EU Law (Revocation and Reform) Act 2023. In particular, FSMA 2023 provides for the revocation of retained EU laws relating to financial services regulation, but sets out that this process will likely take a number of years and the intention is that specific retained EU laws will not be revoked until such time as replacement regulatory rules are in place.

The actions taken by regulators in response to any new or revised bank regulation and other rules affecting financial services, may adversely affect NatWest Group, including its business, non-UK operations, group structure, compliance costs, intragroup arrangements and capital requirements.

Other areas in which, and examples of where, governmental policies, regulatory and accounting changes, and increased public and regulatory scrutiny may have an adverse effect (some of which could be material) on NatWest Group include, but are not limited to:

●	general changes in government, regulatory, competition, or central bank policy (including as a result of the Bank Resolution (Recapitalisation) Act 2025), or changes in regulatory regimes that may influence investor decisions in the jurisdictions in which NatWest Group operates;
●	rules relating to foreign ownership, expropriation, nationalisation and confiscation or appropriation of assets;
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●	increased scrutiny including from the CMA, the FCA, and the Payment Systems Regulator, for the protection and resilience of, and competition and innovation in, digital and other markets, UK payment systems (with the development of the government’s National Payments Vision and Strategy) and retail banking developments relating to the UK initiative on Open Banking, Open Finance and the European directive on payment services;
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●	the ongoing compliance with CMA’s Market Orders including the Retail Banking Market Order 2017;
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●	ongoing competition litigation in the English courts around payment card interchange fees, combined with increased regulatory scrutiny of the Visa and Mastercard card schemes;
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●	increased risk of new class action claims being brought against NatWest Group in the Competition Appeal Tribunal for breaches of competition law;
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●	increased risk of legal action against NatWest Group in relation the remediation of defects in certain historical property developments;
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●	new or increased regulations relating to data protection as well as IT controls and resilience;
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●	the introduction of, and changes to, taxes, levies or fees applicable to NatWest Group’s operations, such as changes in tax rates (including changes to the taxation of non-UK domiciled individuals), changes in the scope and administration of the Bank Levy, increases in the bank corporation tax surcharge in the UK, restrictions on the tax deductibility of interest payments or further restrictions imposed on the treatment of carry-forward tax losses that reduce the value of deferred tax assets and require increased payments of tax;
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●	increased innovation in private digital asset propositions, such as stablecoin or tokenised deposits, which may challenge traditional payment methods and have other potential adverse effects on UK banks (such as higher funding costs or a reduced deposit base);
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●	regulatory enforcement in the form of PRA imposed financial penalties for failings in banks’ regulatory reporting governance and controls, and ongoing regulatory scrutiny, and the PRA’s thematic reviews of the governance, controls and processes for preparing regulatory returns of selected UK banks, including NatWest Group;
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●	increased regulatory scrutiny from the ECB in relation to NatWest Group’s EU based activities;
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●	changes in policy and practice regarding enforcement, investigations and sanctions, supervisory activities and reviews;
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●	the introduction of regulatory requirements to ensure sufficient access by the general public to cash services such as branches and ATMs;
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●	‘Dear CEO’ and similar letters issued by supervisors and regulators from time to time;
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●	changes in policy intended to expand consumer access to retail investment products and services, including through the introduction of targeted support;
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●	reforms to the Consumer Credit Act 1974 and the Financial Ombudsman Service;
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●	new or increased regulations relating to financial crime; and
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●	any regulatory requirements relating to the use of artificial intelligence and large language models across the financial services industry (such as the European Union Artificial Intelligence Act).
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Any of these developments (including any failure to comply with or correctly interpret new rules and regulations) could also have an adverse effect on NatWest Group’s authorisations and licences, the products and services that it may offer, its reputation and the value of its assets, NatWest Group’s operations or legal entity structure, and the manner in which it conducts its business.

Material consequences could arise should NatWest Group be found non-compliant with these regulatory requirements. Regulatory developments may also result in an increased number of regulatory investigations and proceedings and have increased the risks relating to NatWest Group’s ability to comply with the applicable body of rules and regulations in the manner and within the timeframes required.


NatWest Group Annual Report on Form 20-F 2025	285

Risk factors continued Changes in laws, rules or regulations, or in their interpretation or enforcement, or the implementation of new laws, rules or regulations, including contradictory or conflicting laws, rules or regulations by key regulators or policymakers in different jurisdictions (such as divergence of regulations of digital assets and cryptocurrency), or failure by NatWest Group to comply with such laws, rules and regulations, may adversely affect NatWest Group’s business, results of operations and outlook. In addition, uncertainty and insufficient international regulatory coordination as enhanced supervisory standards are developed and implemented may adversely affect NatWest Group’s reputation, ability to engage in effective business, capital and risk management planning.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

NatWest Group is exposed to the risks of various litigation matters, regulatory and governmental actions and investigations as well as remedial undertakings, the outcomes of which are inherently difficult to predict, and which could have an adverse effect on NatWest Group.

NatWest Group’s operations are diverse and complex and it operates in legal and regulatory environments that expose it to potentially significant civil actions (including those following on from regulatory sanction), as well as criminal, regulatory and governmental proceedings. NatWest Group has resolved a number of legal and regulatory actions over the past several years but continues to be, and may in the future be, involved in such actions in the US, the UK, Europe, Asia and other jurisdictions.

NatWest Group is, has been or will likely be involved in a number of significant legal and regulatory actions, including investigations, proceedings and ongoing reviews (both formal and informal) by governmental law enforcement and other agencies and litigation proceedings, including in relation to the offering of securities, conduct in the foreign exchange market, the setting of benchmark rates such as LIBOR and related derivatives trading, the issuance, underwriting, and sales and trading of fixed-income securities (including government securities), product mis-selling, customer mistreatment, anti-money laundering, antitrust, VAT recovery, record keeping, reporting and various other issues. There is also an increasing risk of new class action claims being brought against NatWest Group in the Competition Appeal Tribunal for breaches of competition law, as well as a risk of activist actions, particularly relating to climate change and sustainability-related matters. Legal and regulatory actions are subject to many uncertainties, and their outcomes, including the timing, amount of fines, damages or settlements or the form of any settlements, which may be material and in excess of any related provisions, are often difficult to predict, particularly in the early stages of a case or investigation. NatWest Group’s expectation for resolution may change and substantial additional provisions and costs may be recognised in respect of any matter.

The resolution of significant investigations includes NWM Plc’s December 2021 spoofing-related guilty plea in the United States that was agreed with the US Department of Justice (‘DOJ’), and involves a multi-year period of probation, ongoing commitments to improve the compliance programme and reporting obligations. In the event that NWM Plc does not meet its obligations to the DOJ, this may lead to adverse consequences such as findings that NWM Plc violated its probation term and possible re-sentencing, and/or increased costs, amongst other consequences. For additional information relating to this and other legal and regulatory proceedings and matters to which NatWest Group is currently exposed, refer to ‘Litigation and regulatory matters’ at Note 25 to the consolidated accounts.

Recently resolved matters or adverse outcomes or resolution of current or future legal, regulatory or other matters, including conduct-related reviews and redress projects, could increase the risk of greater regulatory and third-party scrutiny and/or result in future legal or regulatory actions, and could have material financial, reputational, or collateral consequences for NatWest Group’s business and result in restrictions or limitations on NatWest Group’s operations.

These may include the effective or actual disqualification from carrying on certain regulated activities and consequences resulting from the need to reapply for various important licences or obtain waivers to conduct certain existing activities of NatWest Group, particularly but not solely in the US, which may take a significant period of time and the results and implications of which are uncertain.

Disqualification from carrying on any activities, whether automatically as a result of the resolution of a particular matter or as a result of the failure to obtain such licences or waivers could adversely affect NatWest Group’s business, in particular in the US. This in turn and/or any fines, settlement payments or penalties may have an adverse effect on NatWest Group.

Failure to comply with undertakings made by NatWest Group to its regulators, or the conditions of probation resulting from the spoofing-related guilty plea, may result in additional measures or penalties being taken against NatWest Group. In addition, any failure to administer conduct redress processes adequately, or to handle individual complaints fairly or appropriately, could result in further claims as well as the imposition of additional measures or limitations on NatWest Group’s operations, additional supervision by NatWest Group’s regulators, and loss of investor confidence.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Changes in tax legislation (or application thereof) or failure to generate future taxable profits may impact the recoverability of certain deferred tax assets recognised by NatWest Group.

In accordance with the accounting policies set out in ‘Critical accounting policies and sources of estimation uncertainty’, NatWest Group has recognised deferred tax assets on losses available to relieve future profits from tax only to the extent it is probable that they will be recovered. The deferred tax assets are quantified on the basis of current tax legislation and accounting standards and are subject to change in respect of the future rates of tax or the rules for computing taxable profits and offsetting allowable losses.

Failure to generate sufficient future taxable profits or further changes in tax legislation or the application thereof (including with respect to rates of tax), or changes in accounting standards may reduce the recoverable amount of the recognised tax loss deferred tax assets, amounting to £814 million as at 31 December 2025. Changes to the treatment of certain deferred tax assets may impact NatWest


NatWest Group Annual Report on Form 20-F 2025	286

Risk factors continued Group’s capital position. In addition, NatWest Group’s interpretation or application of relevant tax laws may differ from those of the relevant tax authorities and provisions are made for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities. The amounts ultimately paid may differ materially from the amounts provided depending on the ultimate resolution of such matters.

Any of the above may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation.

Climate and sustainability-related risks

NatWest Group and its Value Chain face climate and sustainability-related risks that may adversely affect NatWest Group.

NatWest Group is subject to financial and non-financial risks associated with climate change, nature-related and social matters (together sustainability-related matters). These matters impact NatWest Group directly through its own operations and employees, and indirectly through its value chain, including its investors, customers, counterparties and suppliers and business partners (collectively, our ‘Value Chain’), and business activities.

Financial and non-financial risks from climate change can arise through physical and transition risks. In addition, NatWest Group may also be exposed to legal, regulatory or financial consequences arising from NatWest Group’s actions or omissions related to climate and sustainability-related matters, giving rise to liability risk.

Climate-related physical risks are associated with increasing frequency and intensity of extreme weather events, including floods, wildfires and changes in climate conditions. Such events can impact employee health and safety, negatively impact local communities where NatWest Group operates, damage assets, property and infrastructure, and disrupt operations and supply chains, resulting in changes in asset value, deterioration of the value of collateral or insurance shortfalls and increased costs and credit defaults.

This can negatively impact the creditworthiness of customers and their ability and/or willingness to pay fees, afford new products or repay their debts, leading to increased default rates, delinquencies, write-offs and impairment charges in NatWest Group’s portfolios while simultaneously increasing NatWest Group’s own operational costs and exposing it to potential business continuity challenges. In addition, NatWest Group’s premises and operations, or those of its critical outsourced functions, may experience damage or disruption leading to increased costs for NatWest Group.

Climate-related transition risks arise from the UK’s and global economies’ shift to net zero. The pace and nature of transition—whether orderly or disorderly—depends significantly on timely and appropriate government policy and regulatory changes, immediate actions from national and regional governments, new technological innovation, changes to supply and demand systems within industries, customer behaviour and market sentiment. In addition, there is significant uncertainty about how climate change and the world’s transition to a net-zero economy will unfold over time and how and when climate and other sustainability-related risks will manifest. This could adversely impact profitability, market stability and the resilience of financial institutions, including NatWest Group. In addition, the transition may affect NatWest Group’s customers and businesses across sectors in different ways and at different levels of risk. These timeframes are considerably longer than NatWest Group’s historical and current strategic, financial, resilience and investment planning horizons. Transition risks may also trigger reputational and liability exposures, especially if NatWest Group is perceived as not meeting its climate ambitions, targets and commitments, or not making progress against its climate transition plan.

Moreover, beyond climate change, NatWest Group and its Value Chain may face financial and non-financial risks arising from acute or chronic nature-related physical risks (such as wildfires, pollution, water stress and loss of biodiversity), nature-related transition risks (such as risk arising directly or indirectly due to changes in policy, market and technology, changes in perception concerning an organisation’s actual or perceived nature impacts and from legal claims) and social issues (such as data protection and privacy, impact of increased adoption of artificial intelligence technology, human rights abuse, conflict and security, land rights, labour rights and unjust working conditions, modern slavery and child labour, discrimination and lack of support for the vulnerable, negative impact on people’s standard of living and health, inequality, accessible banking and financial inclusion, and financial crime).

There are heightened regulatory expectations, growing scrutiny from investors, civil society, and other external stakeholders, with businesses being increasingly expected to be transparent about their efforts to identify, assess, mitigate and manage nature-related and social risks. NatWest Group may face reputational, regulatory non-compliance and litigation risks if it is directly or indirectly linked to adverse nature-related or social impacts and fails to adequately manage the risks associated with those impacts.

Climate and sustainability-related risks are inter-linked and may (i) adversely impact the broader economy—affecting interest rates, inflation and growth—which in turn may reduce profitability and financial stability; (ii) adversely impact asset pricing and valuations of NatWest Group’s and other securities, potentially triggering wider disruptions across the financial system; (iii) adversely impact the viability or resilience of business models over the medium to longer term, particularly those business models most vulnerable to climate and sustainability-related risks; (iv) result in losses from liability or reputational damage, such as negative media, activist pressure, or public criticism, if NatWest Group or its Value Chain are linked to adverse climate or sustainability-related impacts; and (v) may intensify existing exposures across multiple risk categories, including credit, operational (e.g. business continuity), market and liquidity, model, reputational, regulatory compliance, conduct and pension risks.

Failure by NatWest Group to timely identify, assess, mitigate and manage climate and sustainability-related risks, as well as failure to respond to emerging opportunities, evolving regulatory requirements, and shifting market and external expectations, may have a material adverse effect on NatWest Group’s business, financial condition, future results, access to finance, cost of capital, reputation, and the value of its securities.


NatWest Group Annual Report on Form 20-F 2025	287

Risk factors continued NatWest Group’s strategy relating to climate and sustainability is subject to execution and reputational risks. NatWest Group’s climate and sustainability-related ambitions, targets and commitments may not be achieved, and its climate transition plan may not be implemented, without timely and appropriate government policy, technology developments, and suppliers, customers and society supporting the transition.

NatWest Group has an ambition to be net zero across its financed emissions, assets under management and operational value chain by 2050. NatWest Group also has an ambition at least to halve the climate impact of its financing activity by 2030, against a 2019 baseline, supported by portfolio-level activity-based targets.

Achieving NatWest Group’s climate and sustainability-related ambitions, targets and commitments, and implementing its climate transition plan, may require NatWest Group to make changes to its business, operating model, existing exposures, and products and services. This may include reducing its estimated financed emissions and discontinuing certain activities over time.

We acknowledge that (i) emission reductions are unlikely to be linear; (ii) UK Parliament will set a new legal limit on greenhouse emissions as part of the Seventh Carbon Budget in June 2026 which may have an impact on the achievement of our climate and sustainability-related ambitions, targets and commitments, and the implementation of our climate transition plan; and (iii) increases in lending and financing activities may wholly or partially offset some or all of these reductions, which may increase the extent of changes and reductions necessary.

NatWest Group’s ability to achieve its strategy, including its climate and sustainability-related ambitions, targets and commitments, and implement its climate transition plan, is dependent on many factors and uncertainties beyond NatWest Group’s control. These include (but are not limited to): (i) the extent and pace of climate change, including the timing and manifestation of physical and transition risks and nature loss; (ii) the macroeconomic environment; (iii) the effectiveness of actions of governments, legislators, regulators and businesses; (iv) the response of wider society, NatWest Group’s Value Chain and other stakeholders to mitigate the impact of climate and sustainability-related risks; (v) changes in customer and societal behaviour and demand; (vi) availability of commercially viable opportunities in sustainable finance markets, competition dynamics, capital markets appetite, investor expectations, and external credit and concentration risk appetites which may constrain the scale or risk profile of opportunities accessible to NatWest Group; (vii) developments in available technology; (viii) the rollout of low carbon infrastructure; and (ix) the availability of accurate, verifiable, reliable, auditable, consistent and comparable data.

These external factors and other uncertainties may make it complex for NatWest Group to achieve its climate and sustainability-related ambitions, targets and commitments, and implement its climate transition plan, and there is a risk that some or all of NatWest Group’s ambitions, targets and commitments may not be achieved, or its climate transition plan, may not be implemented, within the intended timescales, or at all.

Moreover, the rising energy demand associated with artificial intelligence workloads, whether generated internally or through third‑party providers, may increase NatWest Group’s own operational footprint. While NatWest Group has taken initial steps to assess the potential impacts of increased artificial intelligence usage, its full effects on NatWest Group’s own operational footprint remain uncertain but could have an adverse effect on achieving NatWest Group’s climate and sustainability-related ambitions, targets and commitments and on the implementation of NatWest Group’s climate transition plan.

Any delay or failure in putting into effect, making progress against, or meeting NatWest Group’s climate and sustainability-related ambitions, targets and commitments, and implementing its climate transition plan, may have a material adverse effect on NatWest Group’s future results, financial condition, prospects, and/or reputation and may increase the climate and sustainability-related risks NatWest Group faces.

There are significant limitations related to accessing accurate, reliable, verifiable, auditable, consistent and comparable climate and sustainability-related data that contribute to substantial uncertainties in accurately assessing, managing and reporting on climate and sustainability-related information and risks, as well as making informed decisions.

NatWest Group’s ability to assess, manage and report climate and sustainability-related impacts, risks and opportunities, including the effective measurement, governance and reporting of progress against our climate and sustainability-related ambitions, targets and commitments, and the implementation of its climate transition plan, heavily depends on the availability of accurate, reliable, verifiable, auditable, consistent and comparable internal and external data from customers, counterparties, suppliers, and third parties. Our internal data on customer groups, which is used to source financial exposure and emissions data, and the systems and controls supporting our non-financial reporting, are considerably less sophisticated than those data, systems and controls used for financial reporting and continue to involve manual processes. These factors may increase the risk of inaccuracies or gaps in our non‑financial reporting, which could adversely affect our ability to meet regulatory, investor or stakeholder expectations. In the absence of accurate, reliable, verifiable, auditable, consistent and comparable data, NatWest Group may rely on estimates, proxies, or third-party methodologies, such as sectoral averages or aggregated emissions data, that may be outdated, prepared using varying assumptions, or not accurately reflect specific counterparties or customers.

These limitations can affect the reliability of disclosures, including financed and facilitated emissions, and may hinder decision-making, risk management, regulatory compliance, and data consolidation. This may result in misjudging progress against climate ambitions, targets and commitments, misallocating capital, or underestimating financial and reputational risks, while also reducing comparability across institutions and increasing scrutiny from stakeholders and regulators.


NatWest Group Annual Report on Form 20-F 2025	288

Risk factors continued NatWest Group’s assessment of climate and sustainability-related impacts, risks and opportunities is expected to evolve as data quality and methodologies improve. Current data gaps, limitations, and reliance on estimates or third-party inputs may materially impact NatWest Group’s ability to make informed decisions on climate and sustainability-related matters, manage risks, comply with disclosure requirements, and monitor progress against NatWest Group’s climate and sustainability-related ambitions, targets and commitments, and the implementation of its climate transition plan. As a result, climate and sustainability-related disclosures may be amended, updated, or restated from time to time as methodologies, data quality or regulatory expectations evolve. NatWest Group does not undertake to restate prior disclosures except as required by applicable law or regulation, even where subsequently available data or methodologies differ from those used at the time of the original disclosure.

Climate risks are inherently forward-looking and complex to model. The lack of historical data, evolving scientific understanding, and immature measurement frameworks introduce significant uncertainty into scenario analysis and financial forecasting.

The outputs of climate risk modelling, such as emissions pathways and reduction targets. are subject to long timeframes and assumptions that differ significantly from traditional financial planning cycles.

NatWest Group’s internal capabilities to assess, model, report on and manage climate and sustainability-related risks continue to evolve. However, even when such capabilities are suitably developed, the high level of uncertainty regarding any assumptions modelled, the highly subjective nature of risk measurement and mitigation techniques coupled with persistent data gaps may result in inadequate risk management information and frameworks, or ineffective business adaptation or mitigation strategies or regulatory non-compliance.

Any of the above may have a material adverse effect on NatWest Group’s business, future results, financial condition, prospects, reputation and the price of its securities.

NatWest Group is subject to an increasingly complex and evolving landscape of climate and sustainability-related legal, regulatory, and supervisory expectations and there is an increasing risk of regulatory non-compliance, investigations, litigation, and enforcement actions.

NatWest Group is subject to an increasingly complex and evolving landscape of climate and sustainability-related legal, regulatory, and supervisory expectations, which may vary significantly and remain fragmented across the UK, EU, US, and other jurisdictions in which NatWest Group operates.

This growing divergence creates legal and operational uncertainty, may expose NatWest Group to conflicting legal and regulatory requirements, and may increase the risks of regulatory non-compliance, regulatory enforcement and reputational damage.

The growing politicisation and polarisation of climate and sustainability-related matters across jurisdictions may further exacerbate existing risks and result in reduced market access, adverse public perception, or stakeholder disengagement. Customers, investors or stakeholders may choose not to engage with NatWest Group if they perceive NatWest Group’s strategy in relation to climate and sustainability as either lacking ambition or progress, or conversely, as overly focused on climate and sustainability, or if they object to specific climate or sustainability‑related decisions or sectoral policies adopted by NatWest Group. This may adversely affect customer relationships, investor sentiment or stakeholder engagement. For example, financing the transition of hard-to-abate sectors may be viewed by some as misaligned with climate goals, potentially resulting in reputational damage.

At the same time, regulatory and enforcement approaches to climate and sustainability-related matters are increasingly diverging and, in some cases, conflicting across jurisdictions. While some authorities are advancing stricter requirements, others are introducing sanctions targeting institutions that pursue climate and sustainability-related initiatives.

Furthermore, NatWest Group may face litigation, complaints or other forms of challenge from shareholders, customers, campaign groups or other stakeholders arising from allegations of actual or perceived environmental or social harm, including climate-related impacts, nature-related degradation, human rights abuses, or deficiencies in governance and due diligence practices. At the same time, NatWest Group may face contradictory legal or regulatory action asserting that it has placed undue or disproportionate focus on climate and sustainability‑related considerations.

Failure by NatWest Group to comply with evolving legal and regulatory requirements, or supervisory expectations—including divergent and fragmented frameworks across jurisdictions, where relevant—may increase the risk of regulatory non-compliance, may adversely impact its ability to achieve its climate and sustainability-related ambitions, targets and commitments, and implement its climate transition plan, and may adversely impact its investor base and reputation. It may also result in regulatory non-compliance investigations, litigation and enforcement actions, which in turn may have a material adverse effect on NatWest Group’s business, future results, financial condition, prospects, reputation, and the price of its securities.


NatWest Group Annual Report on Form 20-F 2025	289

Additional information Description of property and equipment

NatWest operates from a number of locations worldwide. At 31 December 2025, RBS plc, NWB plc and Ulster Bank had 69,290 and 25 retail branches respectively. Additionally, there is a network of business banking offices across the UK. NatWest Group has major headquarter hubs in London and Edinburgh, operational sites in some regional areas across the UK and India, and data centres in Edinburgh and London. The majority of its property portfolio is owned or under leases with unexpired terms ranging from 1 to over 50 years.

Major shareholders

Following placing and open offers in December 2008 and in April 2009, HM Treasury (HMT) owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, company issued a further £25.5 billion of new capital to HMT in the form of B shares. The table below summarises the changes in HMT’s shareholding in the company from 2015 to 2025.

Date		Transaction
August ** 2015**		HMT sold 630 million ordinary shares in the company
October ** 2015**		HMT converted its holding of 51 billion B shares into 5.1 billion new ordinary shares in the company
June ** 2018**		HMT sold 925 million ordinary shares in the company
March ** 2021**		NatWest Group carried out an off-market purchase of 591 million of its ordinary shares from HMT
May ** 2021**		HMT sold 580 million ordinary shares in the company through an accelerated book building process to institutional investors
July ** 2021**		HMT announced its intention to sell part of its shareholding in NatWest Group over a 12-month period via a trading plan
March ** 2022**		NatWest Group carried out an off-market purchase of 550 million of its ordinary shares from HMT
June ** 2022**		HMT announced an extension to its trading plan for a further 12-month term to August 2023
April ** 2023**		HMT announced an extension to its trading plan to terminate no later than 11 August 2025
May ** 2023**		NatWest Group carried out an off-market purchase of 469 million of its ordinary shares from HMT
May ** 2024**		NatWest Group carried out an off-market purchase of 392 million of its ordinary shares from HMT
November 2024		NatWest Group carried out an off-market purchase of 263 million of its ordinary shares from HMT
January - May 2025		HMT’s shareholding in the company reduced from 9.99% at 31 December 2024 to 0% at 30 May 2025 as a result of sales of ordinary shares in the company under its trading plan.

The following table shows the shareholders that have notified NatWest Group that they hold more than 3% of the total voting rights of the company at 31 December 2025.


	Ordinary shares (millions)	% of issued share capital with voting rights held (1)
Blackrock, Inc.	461	5.26
The Capital Group Companies, Inc.	403	5.01
Massachusetts Financial Services Company	396	4.94
Norges Bank (2)	248	3.06

(1)Percentages provided were correct at the date of notifications on 31 May 2024, 19 November 2024, 11 December 2025 and 28 July 2025, respectively.

(2)On 23 January 2026, a notification under Rule 5 the Disclosure and Transparency Rules (‘DTR’) was received from Norges Bank notifying that its holding had reduced to below 3%.

(3)As at 12 February 2026, no further notifications under Rule 5 of the DTR have been received.

Since 1 January 2018, the company has redeemed substantially all of the preference shares that were in issue (refer to Note 19 for further details). All shareholders within a class of the company’s shares have the same voting rights.

At the 2025 Annual General Meeting (AGM), shareholders renewed the authority for the company to make an off-market purchase of cumulative preference shares in the company. Shareholders will be asked to renew the authority at the AGM in 2026.

As at 31 December 2025, NatWest Group plc had 196,780,661 American Depositary Receipt shares in issue. Almost all of the company’s US$ denominated American Depository Shares representing ordinary shares were held by shareholders registered in the US.


NatWest Group Annual Report on Form 20-F 2025	290

Additional information continued Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Buyback Programme (the 2025 Programme)

As at 31 December 2025, 104,103,117 ordinary shares (nominal value £112,111,049) have been purchased by the company under the 2025 Programme at a volume weighted average price of 515.8173 pence per ordinary share for a total consideration of £574,458,965. The company cancelled the ordinary shares it purchased under the 2025 Programme, representing 1.27% of the company’s issued ordinary share capital.


Issuer Purchases of Equity Securities
						Total number of shares purchased	Maximum value of shares that may
				Average price paid per		as part of publicly announced	yet be purchased under the plans
Period		Total number of shares purchased		share in £		Programmes	or programmes in £ million
July 2025		4,063,938		5.242098		4,063,938	729
August 2025		25,651,231		5.305434		25,651,231	593
September 2025		29,159,481		5.136553		29,159,481	443
October 2025		17,522,005		5.506604		17,522,005	346
November 2025		10,106,551		5.907406		10,106,551	287
December 2025		17,599,911		6.312250		17,599,911	176
Total		104,103,117				104,103,117	176

(1)	The table above excludes purchases by the Company or its affiliates for market-making in Ordinary Shares.


NatWest Group Annual Report on Form 20-F 2025	291

Additional information continued Our Code of conduct

Our Code is the foundation of who we are and how we operate at NatWest Group. It reflects our commitment to act ethically, responsibly, and with integrity in every relationship and decision we make. It outlines our shared responsibilities and expectations to ensure we live by our purpose, ambition, strategy and culture and do the right thing for our customers, colleagues, suppliers, communities and shareholders. It applies to permanent colleagues, contractors, agency or temporary workers across all our global jurisdictions.

Our Code works alongside our policies which include, Anti-money laundering (AML); counter terrorist financing and proliferation financing; Anti-bribery and corruption; Sanctions; Detecting fraud; Competition law; Preventing and managing conflicts of interest; Market abuse and inside information and Privacy, confidentiality and information security. Our Code also works alongside our governance frameworks, risk management standards and industry rules. Together, these elements ensure that we uphold the highest ethical standards and foster trust with those we serve. It demonstrates our dedication to respecting the dignity, rights, and wellbeing of all stakeholders, while actively supporting our communities and safeguarding the environment.

Our Code is available to view on NatWest Group’s website at natwestgroup.com.

Iran sanctions and related disclosures

Disclosure pursuant to section 13(r) of the Securities Exchange Act

Section 13(r) of the Securities Exchange Act, added by Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, requires an issuer to disclose in its annual or quarterly reports, as applicable, whether, during the period covered by the report, it or any of its affiliates knowingly engaged in specified activities or transactions relating to Iran or with individuals or entities designated under Executive Order 13382 or 13224. Disclosure is required of certain activities conducted outside the United States by non-U.S. entities in compliance with local law, whether or not the activities are sanctionable under U.S. law.

In order to comply with this requirement, the following activities of NatWest Group’s affiliates are disclosed in response to Section 13(r).

Transactions involving Iranian Government owned entities

During 2025, affiliates of NatWest Group did not knowingly facilitate any payments remitted by, or on behalf of, an Iranian Government owned entity.

NatWest Group has a restrictive risk appetite in relation to transactions involving Iran and will only engage in certain transactions that are in compliance with applicable sanctions laws and within NatWest Group’s risk appetite.

NatWest Group maintains one account for an Iranian Government entity located in the United Kingdom. The purpose of the account is to facilitate UK domestic transactions only for employees’ salaries and operating costs such as UK taxes and utilities. No commercial activity is processed through the account and any revenue or profit generated is negligible. NatWest Group intends to continue servicing this account but will not offer any additional products or services to the Iranian Government.

Guarantees

Under applicable licenses granted by appropriate authorities, affiliates of NatWest Group hold three legacy guarantees entered into between 1984 and 1998, which support arrangements lawfully entered into by affiliates of NatWest Group customers with Iranian counterparties. These legacy non-USD guarantees are in favour of Iranian Government owned financial institutions, Bank Melli, Bank Saderat and Bank Sepah. Any revenue or profit generated by these guarantees is negligible. These guarantees will remain on NatWest Group’s books until we are released from our obligations, in compliance with applicable sanctions regimes. NatWest Group does not intend to offer any additional products or services to Iranian counterparties.

Iranian Petroleum Industry

Section 13(r) of the Securities Exchange Act (as amended) requires disclosure of any knowing engagement in activity described in Section 5 (a) or (b) of the Iran Sanctions Act, including significant investments in or transactions that could develop the Iranian petroleum or petrochemical sectors.

During 2025, no transactions that meet these criteria have been facilitated by NatWest Group.


NatWest Group Annual Report on Form 20-F 2025	292

Additional information continued Supervision

United Kingdom

The home supervisors for NatWest Group are the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). As with all significant banking institutions, the PRA is the consolidated supervisor of NatWest Group. The FCA’s overall objective is to ensure financial markets function well. This is supported by its operational objectives of: securing an appropriate degree of protection for consumers; protecting and enhancing the integrity of the UK financial system; and promoting effective competition in the interests of consumers.

As at 31 December 2025, 13 companies in NatWest Group, spanning a range of financial services sectors, including banking and investment business, were authorised to conduct financial activities in the UK. The material UK authorised banks in NatWest Group are The Royal Bank of Scotland plc (RBS plc), National Westminster Bank Plc (NWB Plc), NatWest Markets Plc (NWM Plc) and Coutts & Company. Wholesale activities, other than Treasury activities, are concentrated in NatWest Markets Plc. Retail banking activities in England, Scotland and Wales are managed by the Retail Banking, Commercial & Institutional and Private Banking & Wealth Management businesses of RBS plc, NWB Plc and Coutts & Company.

Investment management business is principally undertaken by companies in the Commercial & Institutional and Private Banking & Wealth Management businesses, including Coutts & Company.

NatWest Group is subject to extensive regulations that impose obligations on financial institutions to maintain appropriate policies, procedures and controls to ensure compliance with the rules and regulations to which they are subject.

United States

In the United States, NatWest Group primarily conducts business via NatWest Markets Securities Inc. (“NWMSI”), NWM Plc’s affiliate. In addition, NWM Plc conducts business in the United States as a Swaps Dealer and, where permitted, as a broker-dealer pursuant to Rule 15a-6.

NWM Plc operates a Representative Office in Connecticut that is supervised by the Federal Reserve Bank of New York and the Connecticut Department of Banking. Moreover, NWM Plc’s activities subject it to oversight by several US regulators. As a non-US-based provisionally-registered swap dealer, NWM Plc is subject to oversight by the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA). NWM Plc is also a non-Futures Commission Merchant (FCM) clearing member of the Chicago Mercantile Exchange Group (CME) and, thus, is subject to the rules of the CME and regulations established by the CFTC.

NWMSI is a US-based broker-dealer whose securities activities subject it to regulation by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and various state regulators. Because it is a Primary Dealer of US Treasury securities, NWMSI is subject to rules established for Primary Dealers by the Federal Reserve Board of New York. As a clearing member of the Depository Trust & Clearing Corporation (DTCC), NWMSI is also subject to rules established by the DTCC for its members. Lastly, NWMSI is an FCM subject to the regulations of the CFTC and NFA, and the rules of the CME.

NWM Plc and NWMSI are both subject to US anti-money laundering, anti-terrorism and economic sanctions regulations. Because of their importance to the US government, these regulations are rigorously enforced by the Financial Crimes Enforcement Network (FinCEN) of US Department of the Treasury and most of the US regulators mentioned above.

Other jurisdictions

NatWest Group operates in a number of countries through a network of branches, local banks and non-bank subsidiaries and these activities are subject to supervision in most cases by a local regulator or central bank.

From 1 January 2024 our 4 EU institutions (RBSH N.V, NWM N.V, RBSI DS and NWBE) came under the formal supervision of the ECB. These entities are subject to proportionate supervision by the ECB, with RBSH N.V. considered as a “true Significant Institution”.

On 27 June Ulster Bank Ireland DAC revoked its banking licence and ceased to be a Credit Institution. The legal entity was renamed Ulydien DAC and has been authorised by Central Bank of Ireland as a Retail Credit Firm with effect from 28 June 2025.


NatWest Group Annual Report on Form 20-F 2025	293

Material Contracts

The company and its subsidiaries are party to various contracts in the ordinary course of business. Material contracts include the following:

B Share Acquisition and Contingent Capital Agreement

On 26 November 2009, the company and HM Treasury entered into the Acquisition and Contingent Capital Agreement (ACCA) pursuant to which HM Treasury subscribed for the initial B shares and the Dividend Access Share (the Acquisitions) and agreed the terms of HM Treasury’s contingent subscription (the Contingent Subscription) for an additional £8 billion in aggregate in the form of further B shares (the Contingent B shares), to be issued on the same terms as the initial B shares. The Acquisitions were subject to the satisfaction of various conditions, including the company having obtained the approval of its shareholders in relation to the Acquisitions.

On 16 December 2013, the company announced that, having received approval from the PRA, it had terminated the £8 billion Contingent Subscription. The company was able to cancel the Contingent Subscription as a result of the actions announced in the second half of 2013 to further strengthen its capital position.

On 9 October 2015, the company announced that on 8 October 2015, it had received a valid conversion notice from HM Treasury in respect of all outstanding B shares held by HM Treasury.

The new ordinary shares issued on conversion of the B shares were admitted to the official list of the UK Listing Authority (UKLA), and to trading on the London Stock Exchange plc, on 14 October 2015. Following such conversion, HM Treasury no longer holds any B shares.

The company gave certain representations and warranties to HM Treasury on the date of the ACCA, on the date the circular was posted to shareholders, on the first date on which all of the conditions precedent were satisfied, or waived, and on the date of the Acquisitions. The company also agreed to a number of undertakings.

The company agreed to reimburse HM Treasury for its expenses incurred in connection with the Acquisitions.

For as long as it was a substantial shareholder of the company (within the meaning of the UKLA’s Listing Rules), HM Treasury had undertaken not to vote on related party transaction resolutions at general meetings and to direct that its affiliates do not so vote. HM Treasury ceased to be a shareholder of the company on 30 May 2025. The ACCA is now redundant and the company has no material obligations outstanding.

Directed Buyback Contract

On 7 February 2019, the company and HM Treasury entered into the Directed Buyback Contract to help facilitate the return of the company to full private ownership through the use of any excess capital to buy back the company’s ordinary shares held by HM Treasury.

Under the terms of the Directed Buyback Contract, the company could agree with HM Treasury to make off-market purchases from time to time of its ordinary shares held by HM Treasury, including by way of one or more standalone purchases, through a non-discretionary, broker-managed directed trading programme, or in conjunction with any offer or sale by HM Treasury by way of an institutional placing.

Neither the company nor HM Treasury would be under an obligation to agree to make such off-market purchases and would only do so subject to regulatory approval at the time. The price to be paid for each ordinary share was required to be the market price at the time of purchase or, if the directed buyback is in conjunction with an institutional placing, the placing price.

Previously, the aggregate number of ordinary shares that the company could purchase from HM Treasury under the Directed Buyback Contract could not exceed 4.99% of the company’s issued share capital and the aggregate consideration to be paid could not exceed 4.99% of the company’s market capitalisation. The new UK Listing Rules which came into force on 29 July 2024 removed the previous 5% threshold for aggregated Related Party Transactions (RPTs) in any 12-month period (beyond which separate shareholder approval would be required). The company’s AGM in April 2024 approved increasing the buyback authority to a maximum of 15% of the company’s issued share capital in any 12-month period.

The AGM also approved amending the Directed Buyback Contract accordingly and an amended and restated Directed Buyback Contract was entered into on 7 May 2024.

The company made five separate off-market purchases under the Directed Buyback Contract. One purchase took place in 2021, the second purchase took place in 2022, the third purchase took place in 2023 and two further purchases took place in 2024. No purchases took place in 2025.

On 19 March 2021, the company announced that it had agreed with HM Treasury to make an off-market purchase under the Directed Buyback Contract for the total consideration of £1,125,341,269 for 590,730,325 ordinary shares representing 4.86% of the company’s issued share capital at that point in time.


NatWest Group Annual Report on Form 20-F 2025	294

Material contracts continued On 28 March 2022, the company announced an off-market purchase of 549,851,147 ordinary shares for the total consideration of £1,212,421,779. The purchased ordinary shares represented 4.91% of the company’s issued share capital at the time (excluding treasury shares). This took HM Treasury's ownership in the company below 50% for the first time since 2008.

On 22 May 2023, the company announced an off-market purchase of 469,200,081 ordinary shares for a total consideration of £1,259,333,017. The purchased ordinary shares represented 4.95% of the company's issued ordinary share capital at the time (excluding treasury shares)

On 31 May 2024, the company announced an off-market purchase of 392,448,233 ordinary shares for a total consideration of £1,240,921,313. The purchased ordinary shares represented 4.50% of the company's issued ordinary share capital at the time (excluding treasury shares).

On 11 November 2024, the company announced an off-market purchase of 262,605,042 ordinary shares for a total consideration of £1,000,000,000. The purchased ordinary shares represented 3.16% of the company's issued ordinary share capital at the time (excluding treasury shares).

On 30 May 2025, HM Treasury ceased to be a shareholder of the company. As such no further off - market purchases under the Directed Buyback Contract have taken place. The Directed Buyback Contract will automatically terminate in accordance with its terms at the 2026 AGM (which is when the previous shareholder authority will expire).

Memorandum of Understanding Relating to The NatWest Group Pension Fund (formerly known as The Royal Bank of Scotland Group Pension Fund)

On 16 April 2018 the company entered into a Memorandum of Understanding (the “MoU”) with the trustee of the NatWest Group Pension Fund (the Group Fund), which aimed to facilitate both the necessary changes to the Main Section of the Group Fund to align the employing entity structure with the requirements of the UK ring-fencing legislation and acceleration of the settlement framework for the 31 December 2017 triennial valuation of the Main Section of the Group Fund (brought forward from 31 December 2018).

In addition, the MoU also provided clarity on the additional related funding contributions required to be made by the company to the Main Section of the Group Fund as follows: (i) a pre-tax payment of £2 billion that was made in the second half of 2018 and (ii) from 1 January 2020, further pre-tax contributions of up to £1.5 billion in aggregate linked to the making of future distributions to RBS shareholders including ordinary and special dividends and/or share buy backs (subject to an annual cap on contributions of £500 million before tax).

Framework Agreement Relating to the NatWest Group Pension Fund

On 28 September 2018, National Westminster Bank plc (“NWB Plc”) entered into a framework agreement (the “Framework Agreement”) with, among others, the trustee (“Trustee”) of the NatWest Group Pension Fund (the “Group Fund”). Amongst others, the Framework Agreement set out the funding contributions required to be made by NatWest Group to the Main Section of the Group Fund as follows: (i) a pre-tax payment of £2 billion that was made in the second half of 2018 and (ii) from 1 January 2020, further pre-tax contributions of up to £1.5 billion in aggregate linked to the making of future distributions to NatWest Group shareholders including ordinary and special dividends and/or share buy backs (subject to an annual cap on contributions of £500 million before tax). Pursuant to funding requirements in the Framework Agreement, NatWest Group made contributions to the Main Section of the Group Fund in an aggregate amount of £500 million in 2021 and £500 million in 2022.

On 6 February 2023, NWB Plc and the Trustee entered into an amendment to the Framework Agreement, a supplemental framework agreement and a revised Schedule of Contributions to, among others, restructure the requirement to make a distribution-linked contribution to the Main Section of the Group Fund of up to £500 million (before tax) in 2023. In place of this requirement, NWB Plc and the Trustee agreed to establish a bankruptcy remote reservoir trust to hold assets with a value equivalent to £471 million under the continuing control of NWB Plc. These assets would become transferrable to the Main Section of the Group Fund in the event that specified payment triggers, reflecting a funding requirement, were met in two consecutive financial years. The bankruptcy remote reservoir trust arrangement was given effect through NWB Plc and the Trustee, among others, entering into a suite of related agreements in May 2023. These documents include a Reservoir Trust Deed, a Payment Triggers Agreement and a Security Agreement. Together, they establish the reservoir trust and set out the circumstances under which assets are payable to the Group Fund or NWB Plc.


NatWest Group Annual Report on Form 20-F 2025	295

Insider trading policy

NatWest Group maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of NatWest Group securities by directors, officers, and employees, that NatWest Group believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as the exchange listing standards applicable to NatWest Group. A copy of our insider trading policy is filed as exhibit 11.1 to our annual report on Form 20-F.

Changes in Registrant’s Certifying Accountant

On 17 February 2023, NatWest Group announced its intention, following a competitive tender process, to appoint PricewaterhouseCoopers LLP (“PwC”) as its independent registered public accounting firm (“external auditor”) for the year ending 31 December 2026. This change in external auditors is being made in recognition of the recommendations made under the UK’s Corporate Governance Code that companies put their external audit out to tender at least every ten years.

Ernst & Young LLP (“EY”) has served as the Company’s auditors since 2016. EY continued to serve as the Company’s external auditor throughout 2025 following this announcement.

The Board's Group Audit Committee supervised the transition period of PwC, as the new external auditor, to ensure the monitoring of PwC’s independence, and extended the Group Audit Committee’s policy on non-audit services to PwC during 2025. The Group Audit Committee has recommended to the Board that PwC be appointed as the Company's external auditor with effect for the financial year ending 31 December 2026. The Board will recommend the appointment of PwC as external auditor to shareholders in a resolution at the 2026 Annual General Meeting on 28 April 2026.

During the two years prior to 31 December 2025, (1) EY has not issued any reports on the consolidated financial statements of the Group or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditors’ reports of EY qualified or modified as to uncertainty, audit scope, or accounting principles, (2) there has not been any disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to EY’s satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports. There has not been any “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.

The Company has provided EY with a copy of the foregoing disclosure and has requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with such disclosure. A copy of EY’s letter, filed with the SEC on 17 February 2026, is referenced as Exhibit 16.1.

Further in the two years prior to 31 December 2025 or in any subsequent interim period, the Group has not consulted with PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Group, and neither a report was provided to the Group or oral advice was provided that PwC concluded was an important factor considered by the Group in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.


NatWest Group Annual Report on Form 20-F 2025	296

Shareholder information


	Page
Financial calendar	297
Shareholder enquiries	298
Analysis of ordinary shareholders	299
Trading market	299
Dividend history	300
Taxation for US holders	300
Exchange controls	302
Memorandum and Articles of Association	302
Incorporation and registration	302
Documents on display	306
Important addresses	306
Principal offices	307

Financial calendar

Dividends


Payment dates
Cumulative preference shares	29 May and 31 December 2026

Ordinary shares (2025 final)	5 May 2026

Ex dividend date
Cumulative preference shares	30 April and 26 November 2026

Ordinary shares (2025 final)	19 March 2026

Record date
Cumulative preference shares	1 May and 27 November 2026

Ordinary shares (2025 final)	20 March 2026

Annual General Meeting	28 April 2026

Interim results	31 July 2026


NatWest Group Annual Report on Form 20-F 2025	297

Shareholder information continued Shareholder enquiries

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Copies of the Annual Report and Accounts

You can download copies from our website at natwestgroup.com. An accessible version will also be available on the website.

Contact the Registrar on the number above if you need a hard copy.

ShareGift

ShareGift is a free charity donation service operated by The Orr Mackintosh Foundation. If you would like to donate shares to charity, contact ShareGift at:

ShareGift, The Orr Mackintosh Foundation (registered charity 1052686)

6^th^ Floor, London Wall Place

London

EC2Y 5AU

Telephone: +44 (0)20 7930 3737

Website: www.sharegift.org

American Deposit Receipts (ADRs)

Our ordinary shares are traded on the New York Stock Exchange via an ADR facility. ADRs are quoted and traded in US dollars in the US securities market and the dividends are paid to investors in US dollars. Bank of New York Mellon are the depository bank for our ADR programme and their contact details can be found below:

Email: shrrelations@cpushareownerservices.com,

Tel: Toll free in USA +1888 269 2377

International calls +1 201 680 6825

Share price information

Details of our latest and historic share prices can be found on our website at natwestgroup.com


NatWest Group Annual Report on Form 20-F 2025	298

Shareholder information continued Shareholder security

Shareholders should be wary of cold callers offering to the chance to buy or sell shares, often with the promise of returns that sound too good to be true. Fraudsters use sophisticated and persuasive tactics to pressure shareholders into high-risk investments or scams.

Check the Financial Conduct Authority’s (FCA) register at www.fca.org.uk to make sure that the company contacting you is authorised. Don’t give any personal details to any caller unless you’re certain that they are genuine. It is unlikely that companies authorised by the FCA will contact you unexpectedly. We strongly recommend that you seek independent professional advice from an FCA authorised adviser before making any investment.

Report a scam

If you think that you have been approached by fraudsters, or have any concerns about a potential scam, contact the FCA’s Consumer Helpline on 0800 111 6768 or use their Share Fraud Reporting Form which can be found on their website at www.fca.org.uk/scams. You can also contact Action Fraud on 0300 123 2040 or visit www.actionfraud.org.uk

Analysis of ordinary shareholders


				Number
At 31 December 2025		Shareholdings		of shares		%
Individuals	****	145,069	****	74,184,959	****	0.90
Banks and nominee companies	****	2,025	****	8,117,252,043	****	98.67
Other corporate bodies	****	63	****	8,265,347	****	0.10
Other companies	****	355	****	22,991,365	****	0.28
Insurance companies	****	1	****	757	****	0.00
Investment trusts	****	41	****	4,261,832	****	0.05
Pension trusts	****	15	****	30,350	****	0.00
Scottish trusts	****	189	****	55,105	****	0.00
	****	147,758	****	8,227,041,758	****	100.00
Range of shareholdings:
1 - 1,000	****	129,074	****	29,900,721	****	0.36
1,001 - 10,000	****	16,582	****	37,149,109	****	0.45
10,001 - 100,000	****	947	****	31,618,596	****	0.38
100,001 - 1,000,000	****	667	****	248,340,605	****	3.03
1,000,001 - 10,000,000	****	376	****	1,193,959,284	****	14.51
10,000,001 and over	****	112	****	6,686,073,443	****	81.27
	****	147,758	****	8,227,041,758	****	100.00

Trading market

ADSs representing ordinary shares

In October 2007, the company listed ADSs, each representing one ordinary share nominal value 25p each (or a right to receive one ordinary share), and evidenced by an ADR or uncertificated securities, on the NYSE under the symbol ‘NWG’. With effect from 7 November 2008, the ratio of one ADS representing one ordinary share changed to one ADS representing 20 ordinary shares.

Following a sub-division and one-for-ten consolidation of NatWest Group’s ordinary shares in June 2012, the ratio of one ADS representing 20 ordinary shares was adjusted to one ADS representing two ordinary shares. As at 31 December 2025, 196,780,661 ADSs were outstanding.

At a General Meeting of the company on 25 August 2022, shareholders approved a share consolidation of the company's ordinary shares. Every 14 existing ordinary shares of £1 each in the capital of the company in issue as at 26 August 2022 were consolidated into one intermediate ordinary share of £14.00 and immediately divided into 13 new ordinary shares of £1.0769 in the capital of the company.

As a result, for each existing ADR held on the ADR Register on 26 August 2022, ADR Holders, upon cancellation of their existing ADRs, were issued and received new ADRs in the ratio of 13 new ADRs to replace each 14 existing ADRs (distributed in accordance with the Deposit Agreement after giving effect to the fees and expenses provided for therein).


NatWest Group Annual Report on Form 20-F 2025	299

Shareholder information continued The ordinary ADSs were issued pursuant to a Deposit Agreement, among the company, The Bank of New York Mellon, as depository, and all owners and holders from time to time of ordinary ADSs issued thereunder. The ordinary shares of the company are listed and traded on the London Stock Exchange under the symbol ‘NWG’. All ordinary shares are deposited with the principal London office of The Bank of New York Mellon, as custodian for the depository.

Dividend history

Ordinary dividends

In 2025 NatWest Group paid an interim dividend of £768 million, or 9.5 pence per ordinary share (2024 - £498 million, or 6 pence per ordinary share). In addition, the company has announced that the directors have recommended a final dividend of £1.8 billion, or 23.0 pence per ordinary share (2024 - £1.2 billion, or 15.5 pence per ordinary share) subject to shareholders’ approval at the Annual General Meeting on 28 April 2026.

If approved, payment will be made on 5 May 2026 to shareholders on the register at the close of business on 20 March 2026. The ex-dividend date will be 19 March 2026.

Taxation of US Holders

The following discussion summarises certain US federal and UK tax consequences of the ownership and disposition of ordinary shares or ADSs representing ordinary shares by a beneficial owner that is a citizen or resident of the United States or that otherwise will be subject to US federal income tax on a net income basis in respect of the ordinary shares or ADSs (a “US Holder”). This summary assumes that a US Holder is holding ordinary shares or ADSs, as applicable, as capital assets. This summary does not address the tax consequences to a US Holder (i) that is resident in the UK for UK tax purposes, (ii) that carries on a trade, profession or vocation through a branch, agency or permanent establishment in the UK in connection with which their ordinary shares or ADSs are held, used or acquired, or (iii) generally, that is a corporation which alone or together with one or more associated companies, controls, directly or indirectly, 10% or more of the voting stock of the company, nor does this summary address all of the tax consequences that may be relevant to a US Holder in light of its particular circumstances, including any minimum tax and Medicare contribution tax consequences, as well as differing tax consequences that may apply to US Holders subject to special rules, such as certain financial institutions, dealers or traders in securities that use a mark-to-market method of tax accounting, persons holding ordinary shares or ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to such securities, persons whose functional currency for US federal income tax purposes is not the US dollar, persons required for US federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Internal Revenue Code of 1986, as amended (the “Code”), entities classified as partnerships for US federal income tax purposes, tax-exempt entities or persons that own or are deemed to own 10% or more of the stock of the company by vote or value.

The statements and practices set forth below regarding US and UK tax laws, including the US/UK double taxation convention relating to income and capital gains which entered into force on 31 March 2003 (the “Treaty”) and the US/UK double taxation convention relating to estate and gift taxes (the “Estate Taxation Treaty”), are based on those laws and practices as in force and as applied in practice on the date of this report. This summary is not exhaustive of all possible tax considerations and holders are advised to satisfy themselves as to the overall tax consequences, including specifically the consequences under US federal, state, local and other laws, and possible changes in taxation law, of the acquisition, ownership and disposition of ordinary shares or ADSs by consulting their own tax advisers.

Except as described in “Passive Foreign Investment Company (PFIC) considerations” below, the following discussion assumes that the company has not been a passive foreign investment company for any taxable year.

Taxation of dividends

For the purposes of the Treaty, the Estate Taxation Treaty and the Code, US Holders of ADSs should be treated as owners of the ordinary shares underlying such ADSs.

The company is not required to withhold UK tax at source from dividend payments it makes or from any amount (including any amounts in respect of accrued dividends) distributed by the company. US Holders who are not resident in the UK and who do not carry on a trade, profession or vocation in the UK through a branch, agency or permanent establishment in connection with which their ordinary shares or ADSs are held, used or acquired will not be subject to UK tax in respect of any dividends received on the shares or ADSs.

Distributions by the company (other than certain pro-rata distributions of ordinary shares or rights to receive such shares) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined under US federal income tax principles. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders.

Subject to applicable limitations that vary depending upon a US Holder’s particular circumstances, dividends paid to certain non-corporate US Holders may be taxable at the favourable rates applicable to long-term capital gain. Non-corporate US Holders should consult their tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.


NatWest Group Annual Report on Form 20-F 2025	300

Shareholder information continued Dividends will be included in a US Holder’s income on the date of the US Holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend. The amount of any dividend paid in pounds sterling to be included in income by a US Holder will be the US dollar amount calculated by reference to the relevant exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars on the date of receipt, the US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. If the amount of such dividend is converted into US dollars after the date of receipt, the US Holder may have foreign currency gain or loss.

Taxation of Capital Gains

A US Holder that is not resident in the UK will not normally be liable for UK tax on capital gains realised on the disposal of an ordinary share or ADS unless at the time of the disposal, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a permanent establishment or, in the case of any other US Holder, such US Holder carries on a trade, profession or vocation in the UK through a branch or agency and, in each case, such ordinary share ADS is or has been used, held or acquired by or for the purposes of such trade (or profession or vocation), or carried on through such permanent establishment, branch or agency. Special rules apply to individuals who are temporarily not resident in the UK.

A US Holder will, upon the sale or other disposition of an ordinary share or ADS, or upon the redemption of preference ADS, generally recognise capital gain or loss for US federal income tax purposes in an amount equal to the difference between the amount realised and the US Holder’s tax basis in such share or ADS. This capital gain or loss will be long-term capital gain or loss if the US Holder held the share or ADS so sold or disposed for more than one year. The deductibility of capital losses is subject to limitations.

A US Holder who is liable for both UK and US tax on a gain recognised on the disposal of an ordinary share or ADS should consult its tax adviser regarding the credibility or deductibility of such UK tax for US federal income purposes.

Estate and gift tax

Subject to the discussion of the Estate Tax Treaty in the following paragraph, ordinary shares or ADSs beneficially owned by an individual may be subject to UK inheritance tax (subject to exemptions and reliefs) on the death of the individual or in certain circumstances, if such shares or ADSs are the subject of a gift (including a transfer at less than market value) by such individual. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor.

An ordinary share or ADS beneficially owned by an individual, whose domicile is determined to be the United States for purposes of the Estate Tax Treaty and who is not a national of the UK as defined in the Estate Tax Treaty, will not be subject to UK inheritance tax (to the extent UK inheritance tax applies) on the individual's death or on a lifetime transfer of such share or ADS, except in certain cases where the share or ADS (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services.

The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the ordinary share or ADS is subject to both UK inheritance tax and US federal estate or gift tax.

UK stamp duty and stamp duty reserve tax (SDRT)

The following is a summary of the UK stamp duty and SDRT consequences of transferring an ADS (otherwise than to the custodian on cancellation of the ADS) or of transferring an ordinary share. A transfer of an ADS executed and retained in the United States will not give rise to a liability to pay stamp duty and an agreement to transfer an ADS through the facilities of DTC will not give rise to SDRT (provided that DTC has not made an election under section 97A of the UK Finance Act 1986). Stamp duty or SDRT will normally be payable on or in respect of transfers of ordinary shares and accordingly any holder that acquires or intends to acquire ordinary shares is advised to consult its own tax adviser in relation to stamp duty and SDRT.

Any UK stamp duty or SDRT imposed upon transfers of ordinary shares will not be creditable for US federal income tax purposes. US Holders should consult their tax advisers regarding whether any such UK stamp duty or SDRT may be deductible or reduce the amount of gain (or increase the amount of loss) recognized upon a sale or other disposition of ordinary share.

Passive Foreign Investment Company (PFIC) considerations

In general, a foreign corporation will be a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable ‘look-through rules’, either (i) at least 75% of its gross income is ‘passive income’ or (ii) at least 50% of the average value of its assets (generally determined on a quarterly basis) is attributable to assets that produce passive income or are held for the production of passive income. Although interest income is generally passive income, a special rule (in proposed Treasury regulations that taxpayers can rely on pending finalization) allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. The company does not believe that it was a PFIC for its 2025 taxable year. The company’s possible status as a PFIC is determined annually, however, and may be subject to change if the company fails to qualify under this special rule for any year in which a US Holder owned ordinary shares or ADSs. In addition, no assurance can be given that the proposed Treasury regulations will be finalized in their current form.


NatWest Group Annual Report on Form 20-F 2025	301

Shareholder information continued If the company is a PFIC for any taxable year during which a US Holder owns ordinary shares or ADSs, it generally will continue to be a PFIC with respect to that US Holder also for subsequent years, and the US Holder generally will be subject to adverse US federal income tax consequences (including an increased tax liability on dispositions of ordinary shares or ADSs or on the receipt of certain excess distributions and the treatment of any gain from the sale of ordinary shares or ADSs as ordinary income) and certain reporting obligations. US Holders should consult their tax advisers as to the potential application of the PFIC rules to the ownership and disposition of the company’s ordinary shares or ADSs.

Information reporting and backup withholding

Payments on, and proceeds from the sale or disposition of ordinary shares or ADSs that are made within the United States or through certain US-related financial intermediaries may be subject to information reporting and backup withholding unless (i) the US Holder is an exempt recipient (and establishes that status if required to do so) or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Foreign financial assets reporting

Certain US Holders who are individuals (and certain entities controlled by individuals) may be required to report information relating to the company’s securities, of non-US. accounts through which such securities are held. US Holders are urged to consult their tax advisers regarding the application of these rules in their particular circumstances.

Exchange controls

The company has been advised that there are currently no UK laws, decrees or regulations which would prevent the import or export of capital, including the availability of cash or cash equivalents for use by the Group, or the remittance of dividends, interest or other payments to non-UK resident holders of the company’s securities.

There are no restrictions under the Articles of Association of the company or under UK law, as currently in effect, which limit the right of non-UK resident owners to hold or, when entitled to vote, freely to vote the company’s securities.

Memorandum and Articles of Association

The company’s Memorandum and Articles of Association as in effect at the date of this Annual Report are registered with the Registrar of Companies of Scotland.

The following information is a summary of certain terms of the company’s Memorandum of Association (the “Memorandum”) and Articles of Association (the “Articles”) as in effect at the date of this Annual Report on Form 20-F and certain relevant provisions of the Companies Act 2006 (the “2006 Act”) where appropriate and as relevant to the holders of any class of share. In 2020, the Articles were updated primarily to bring clearer language into the Articles to better reflect modern best practice. The following summary description is qualified in its entirety by reference to the terms and provisions of the Memorandum and Articles (and, in the case of the summary description of the non-cumulative preference shares, by reference to the terms of issue of those shares determined by the Directors pursuant to the Articles prior to allotment). The Memorandum and Articles are registered with the Registrar of Companies of Scotland. Holders of any class of share are encouraged to read the full Memorandum and Articles, which have been filed as an exhibit to this Annual Report on Form 20-F. The company’s Memorandum and Articles of Association as in effect at the date of this Annual Report are registered with the Registrar of Companies of Scotland.

The following summary description is qualified in its entirety by reference to the terms and provisions of the Memorandum and Articles (and, in the case of the summary description of the non-cumulative preference shares, by reference to the terms of issue of those shares determined by the Directors pursuant to the Articles prior to allotment). The Memorandum and Articles are registered with the Registrar of Companies of Scotland. Holders of any class of share are encouraged to read the full Memorandum and Articles, which have been filed as an exhibit to this Annual Report on Form 20-F. The company’s Memorandum and Articles of Association as in effect at the date of this Annual Report are registered with the Registrar of Companies of Scotland.

The current Articles were adopted on 25 August 2022 to amend the nominal value and voting rights of the ordinary shares of the Company following the share consolidation which took place in August 2022.

Incorporation and registration

The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited. On 3 September 1979 the name was changed to The Royal Bank of Scotland Group Limited and on 10 March 1982, it changed its name to its present name and was registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC45551. The Royal Bank of Scotland Group plc was renamed NatWest Group plc on 22 July 2020.


NatWest Group Annual Report on Form 20-F 2025	302

Shareholder information continued Purpose and objects

The 2006 Act greatly reduces the constitutional significance of a company’s memorandum of association and provides that a memorandum of association will record only the names of the subscribers and the number of shares each subscriber has agreed to take in the company. The 2006 Act further states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted and abolishes the need for companies to have objects clauses. The company removed its objects clause together with all other provisions of its memorandum of association which by virtue of the 2006 Act were treated as forming part of the company’s articles. The articles of association contain an express statement regarding the limited liability of the shareholders.

Directors

At each annual general meeting of the company, any Director appointed since the last annual general meeting and any Directors who were not appointed at one of the preceding two annual general meetings shall retire from office and may offer themselves for re-election by the members. Directors may be appointed by the company by ordinary resolution or by the Board. A director appointed by the Board holds office only until the next annual general meeting, whereupon he will be eligible for re-election.

Unless and until otherwise determined by ordinary resolution, the directors (other than alternate directors) shall be not more than twenty five. There is no stipulation in the Articles regarding a minimum number of directors; under the 2006 Act, and in the absence of express provision, the minimum number is two.

Directors’ interests

A director shall not vote at a meeting of the Board or a Committee of the Board on any resolution of the Board concerning a matter in which he has an interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the company) which (together with any interest of any person connected with him) is, to his knowledge, material unless his interests arises only because the resolution relates to one or more of the following matters:

(i)	the giving of any security or indemnity to him pursuant to the Articles or in respect of money lent, or obligations incurred, by him at the request of, or for the benefit of, the company or any of its subsidiary undertakings;
(ii)	the giving of any security or indemnity to a third party in respect of a debt or obligation of the company or any of its subsidiary undertakings for which he has assumed responsibility (in whole or in part) under a guarantee or indemnity or by the giving of security;
---	---
(iii)	a proposal concerning an offer of shares, debentures or other securities of the company, or any of its subsidiary undertakings, for subscription or purchase, in which offer he is, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
---	---
(iv)	any proposal concerning any other body corporate in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he is not the holder of shares representing one per cent or more of any class of the equity share capital of such body corporate;
---	---
(v)	any proposal concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the company or a subsidiary of the company and does not provide any privilege or advantage in respect of any director which it does not accord to the employees to which the fund or scheme relates;
---	---
(vi)	a contract or arrangement for the benefit of the employees of the company or any of its subsidiary undertakings which does not accord him any privilege or advantage not generally accorded to the employees to whom the contract or arrangement relates; and
---	---
(vii)	a proposal concerning any insurance which the company proposes to purchase and/or maintain for the benefit of any directors or for persons who include directors of the company.
---	---

Under the 2006 Act, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests.

The 2006 Act allows directors of public companies, where appropriate, to authorise conflicts and potential conflicts where the articles of association contain a provision to this effect. The 2006 Act also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty.

Clause 91 of the Articles, gives the directors authority to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company.

Authorisation of any matter pursuant to Clause 91 must be approved in accordance with normal board procedures by directors who have no interest in the matter being considered. In taking the decision, the directors must act in a way they consider, in good faith, will be most likely to promote the company’s success.

Any authorisation of a matter may be given on or subject to such conditions or limitations as the directors determine, whether at the time of authorisation or subsequently, including providing for the exclusion of the interested directors from the receipt of information or participation in discussion relating to the matter authorised by the directors and providing that interested directors in receipt of


NatWest Group Annual Report on Form 20-F 2025	303

Shareholder information continued confidential information from a third party are not obliged to disclose such information to the company or use the information in relation to the company’s affairs. Any authorisation may be terminated by the directors at any time.

A director is not, except as otherwise agreed by him, accountable to the company for any benefit which he, or a person connected with him, derives from any matter authorised by the directors and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of such benefit.

Directors’ power to allot securities

In line with market practice, the Articles provide that the authority to allot shares and the disapplication of pre-emption rights will not be set out in the Articles, but subject to resolutions passed at the company’s annual general meeting to obtain these authorities on an annual basis.

Borrowing powers

The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the company, or of any third party.

Qualifying shareholding

Directors are not required to hold any shares of the company by way of qualification.

Classes of shares

The company has issued and outstanding the following two general classes of shares, namely ordinary shares, and cumulative preference shares, to which the provisions set forth below apply.

Dividends

General

Subject to the provisions of the 2006 Act and Clause 122 of the Articles, the company may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to the company.

The Articles provide that dividends may be paid by such method as the Directors, in their absolute discretion may decide, and may include direct debit, bank transfer and electronic funds transfer, cheque, warrant or other financial instrument. The Directors took the decision that, from September 2025, the company will pay dividends by mandatory direct credit and dividends will no longer be paid by cheque.

Preference shares

Each cumulative preference share confers the right to a fixed cumulative preferential dividend payable half-yearly. The rate of such dividend and the date of payment thereof, together with the terms and conditions of the dividend, are as may be determined by the directors prior to allotment. Cumulative preference share dividends are paid in priority to any dividend on any other class of share.

Subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine.

Distribution of assets on liquidation

Cumulative preference shares

In the event of a return of capital on a winding-up or otherwise, the holders of cumulative preference shares are entitled to receive out of the surplus assets of the company available for distribution amongst the members (i) in priority to the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the arrears of any fixed dividends including the amount of any dividend due for a payment after the date of commencement of any winding-up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) pari passu with the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the amount paid up or credited as paid up on such shares together with any premium.

General

On a winding-up of the company, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of the assets of the company or


NatWest Group Annual Report on Form 20-F 2025	304

Shareholder information continued vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

Voting Rights

General

Subject to any rights or restrictions as to voting attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy at a general meeting shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution) and on a poll every holder of ordinary shares present in person or by proxy and entitled to vote, shall have four votes for every share held, and holders of cumulative preference shares shall have one vote for each 25p nominal amount held. No member shall, unless the directors otherwise determine, be entitled to vote at a general meeting or at a separate meeting of the holders of shares in the capital of the company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid. There is no obligation on the company to check and ensure that a proxy is voting at a general meeting in accordance with the voting directions provided by the appointing member. The chairman of a general meeting does not have a casting vote in the event of an equality of votes, as this is not permitted under the 2006 Act. The quorum required for a meeting of members is not less than five members present in person and entitled to vote. If a meeting is adjourned because of the lack of a quorum, the members present in person or by proxy and entitled to vote will constitute a quorum at the adjourned meeting.

Meetings are convened upon written notice of not less than 21 days in respect of annual general meetings of members and not less than 14 days in respect of other meetings of members subject to certain conditions. An adjourned meeting may be called at shorter notice than applied to the original meeting, but where a meeting is adjourned for lack of quorum only if the adjourned meeting is held at least ten days after the original meeting and does not include any new business.

Cumulative preference shares

At a general meeting of the company, every holder of a cumulative preference share who is present in person or by proxy shall be entitled to one vote on a show of hands and, on a poll, every person who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held. No member shall be entitled to vote any share in person or by proxy unless all moneys owed in respect of that share have been paid.

Redemption

Except as set forth in the following paragraph, unless the directors determine, prior to allotment of any particular series of non-cumulative preference shares, that such series shall be non-redeemable, the preference shares will be redeemable at the option of the company on any date which (subject to certain exceptions described in the terms of such shares) falls no earlier than such date (if any) as may be fixed by the directors, prior to allotment of such shares. On redemption, there shall be paid on each non-cumulative preference share the aggregate of its nominal amount together with any premium paid on issue, where applicable a redemption premium and accruals of dividend.

If the company wishes to issue redeemable shares, the Directors are authorised to determine the terms and manner of redemption.

Purchase

General

Under the 2006 Act a company requires shareholder authority to purchase its own shares, consolidate and sub-divide its shares and reduce its share capital.

Whenever non-cumulative preference shares are issued in the future the Articles have no restriction on the maximum purchase price payable by the company unless such restriction is expressly applied by the directors in relation to an issuance of non-cumulative preference shares.

Changes in share capital and variation of rights

Subject to the provisions of the 2006 Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, the company may issue shares which are, or at the option of the company or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

The company may by ordinary resolution: increase its share capital; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; subject to the provisions of the 2006 Act, subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.


NatWest Group Annual Report on Form 20-F 2025	305

Shareholder information continued Subject to the provisions of the 2006 Act, if at any time the capital of the company is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the company is being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meeting s will apply, save that:

(i)	if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and
(ii)	any such holder present in person or by proxy may demand a poll.
---	---

The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in the profits or assets of the company, pari passu therewith, but in no respect in priority thereto.

Disclosure of interests in shares

The 2006 Act gives the company the power to require persons who it believes to be, or have been within the previous three years, interested in its shares, to disclose prescribed particulars of those interests. Failure to supply the information or supplying a statement which is materially false may lead to the Board imposing restrictions upon the relevant shares. The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the company in respect of the relevant shares and, additionally, in the case of a shareholding representing at least 0.25 per cent of the class of shares concerned, the withholding of payment of dividends on, and the restriction of transfers of, the relevant shares.

Limitations on rights to own shares

There are no limitations imposed by UK law or the Memorandum and Articles on the right of non-residents or foreign persons to hold or vote the company’s shares other than the limitations that would generally apply to all of the company’s shareholders.

Members resident abroad

Members with registered addresses outside the United Kingdom are not entitled to receive notices from the company unless they have given the company an address within the United Kingdom at which such notices may be served.

Sending notices and other documents to shareholders

The company may communicate with members by electronic and/or website communications. A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him.

Documents on display

Documents concerning the company may be inspected at 36 St Andrew Square, Edinburgh, EH2 2YB.

Executive directors’ service contracts and copies of directors’ indemnities granted by the company in terms of section 236 of the Companies Act 2006 may be inspected at the company’s office at Gogarburn, Edinburgh, EH12 1HQ.

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith, we file reports and other information with the SEC. The SEC’s website, at http://www.sec.gov, and our website, at http://www.natwestgroup.com, contain reports and other information in electronic form that we have filed. Except for SEC filings incorporated by reference in this prospectus supplement and the accompanying prospectus, none of the information on or that can be access through our website is part of this prospectus supplement or the accompanying prospectus. You may also request a copy of any filings referred to below (other than exhibits not specifically incorporated by reference) at no cost, by contacting us at NatWest Group plc, Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland.

Important addresses

Shareholder enquiries Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road Bristol BS99 6ZZ

Telephone: +44 (0)370 702 0135


NatWest Group Annual Report on Form 20-F 2025	306

Shareholder information continued Facsimile: +44 (0)370 703 6009

Website: www-uk.computershare.com/investor

ADR Depositary Bank

BNY Mellon Shareowner Services

PO Box 505000

Louisville, KY 40233-5000

Direct Mailing for overnight packages:

BNY Mellon Shareowner Services

462 South 4th Street

Suite 1600

Louisville KY 40202

Telephone: 1-888-269-2377 (US callers – toll free)

Telephone: +1 201 680 6825 (International)

Email: shrrelations@cpushareownerservices.com

Website: www.mybnymdr.com

Corporate Governance

NatWest Group plc

PO Box 1000

Gogarburn Edinburgh EH12 1HQ

Investor Relations

250 Bishopsgate London EC2M 4AA

Email: investor.relations@natwest.com

Registered office

36 St Andrew Square

Edinburgh EH2 2YB

Registered in Scotland No. SC45551

Website

natwestgroup.com

Principal offices

NatWest Group plc

PO Box 1000, Gogarburn, Edinburgh EH12 1HQ

National Westminster Bank Plc

250 Bishopsgate, London, EC2M 4AA, England

The Royal Bank of Scotland plc

PO Box 1000, Gogarburn, Edinburgh EH12 1HQ


NatWest Group Annual Report on Form 20-F 2025	307

Shareholder information continued Coutts & Company

440 Strand, London WC2R 0QS, England

NatWest Markets Plc

250 Bishopsgate, London

EC2M 4AA, England

NatWest Markets N.V.

Claude Debussylaan, 94

Amsterdam, 1082 MD

The Royal Bank of Scotland International Limited

Royal Bank House, 71 Bath Street

St Helier, JE4 8PJ


NatWest Group Annual Report on Form 20-F 2025	308

Exhibit Index

1.1	Memorandum and Articles of Association of NatWest Group plc (previously filed and incorporated by reference to Exhibit 1.1 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 (file No. 1-10306))
2.1	Form of Amended and Restated Deposit Agreement among NatWest Group plc, The Bank of New York and all owners and holders from time to time of American Depositary Shares issued thereunder, including the Form of the American Depositary Receipt (previously filed in preliminary form as Exhibit 1 to the Registration Statement on Form F - 6 filed on October 6, 2020, Registration No. 333 - 144756)
2.2	Form of Deposit Agreement among NatWest Group plc, The Bank of New York and all holders from time to time of American Depositary Receipts issued thereunder, including the Form of the American Depositary Receipt (previously filed in preliminary form as Exhibit 1 to the Registration Statement on Form F - 6 filed on August 26, 2005, Registration No. 333 - 127867)
2.3	NatWest Group plc is not party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of the Group’s total assets (on a consolidated basis) is authorized to be issued. NatWest Group plc hereby agrees to furnish to the Securities and Exchange Commission (the “ Commission”), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Commission
2.4	Description of Securities Registered under Section 12 of the Exchange Act
4.1	Service agreement for Paul Thwaite, Group Chief Executive, dated 15 August 2023 (previously filed and incorporated by reference to Exhibit 4.1 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))
4.2	Service Agreement for Katie Murray, Chief Financial Officer, dated 1 February 2019 (previously filed and incorporated by reference to Exhibit 4.2 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))
4.3	Letter of Appointment for Dr. Lena Wilson, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.7 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))
4.4	Letter of Appointment for Patrick Flynn, Non-Executive Director, dated 26 April 2018 (previously filed and incorporated by reference to Exhibit 4.8 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))
4.5	Letter of Appointment for Yasmin Jetha, Non-Executive Director, dated 30 March 2020 (previously filed and incorporated by reference to Exhibit 4.14 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2020 (file No. 1-10306))
4.6	Letter of Appointment for Roisin Donnelly, Non-Executive Director, dated 30 September 2022 (previously filed and incorporated by reference to Exhibit 4.12 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 (file No. 1-10306))
4.7	Letter of Appointment for Stuart Lewis, Non-Executive Director, dated 13 December 2022 (previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))
4.8	Letter of Appointment for Richard Neil Haythornthwaite, Chair and Non-Executive Director, dated 8 January 2024 (previously filed and incorporated by reference to Exhibit 4.10 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2024 (file No. 1-10306))
4.9	Letter of Appointment for Geeta Gopalan, Non-Executive Director, dated 11 June 2024 (previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2024 (file No. 1-10306))
4.10	Letter of Appointment for Gill Whitehead, Non-Executive Director, dated 13 December 2024 (previously filed and incorporated by reference to Exhibit 4.12 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2024 (file No. 1-10306))
4.11	Letter of Appointment for Joshua Critchley, Non-Executive Director, dated 3 November 2025
4.12	Standard Terms of Appointment for Non-Executive Directors (previously filed and incorporated by reference to Exhibit 4.13 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 (file No. 1-10306))
4.13	Form of Deed of Indemnity for Directors (previously filed and incorporated by reference to Exhibit 4.16 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2020 (file No. 1-10306))
4.14	Memorandum of Understanding between National Westminster Bank Plc and RBS Pension Trustee Limited, dated 26 January 2016 (previously filed and incorporated by reference to Exhibit 4.6 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2015 (File No. 1-10306))
4.15	Framework Agreement dated 28 September 2018 relating to the Royal Bank of Scotland Group Pension Fund (previously filed and incorporated by reference to Exhibit 4.16 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))
4.16	Trust Deed dated 5 May 2023 among The Law Debenture Trust Corporation Plc, NatWest RT Holdings Limited, NatWest Pension Trustee Limited and National Westminster Bank Plc (previously filed and incorporated by reference to Exhibit 4.23 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))

4
NatWest Group Annual Report on Form 20-F 2025	309

Exhibit Index continued

4.17	Payment Triggers Agreement dated 5 May 2023 among National Westminster Bank Plc, NatWest Pension Trustee Limited and NatWest RT Holdings Limited (previously filed and incorporated by reference to Exhibit 4.24 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))
4.18	Security Agreement dated 5 May 2023 between NatWest RT Holdings Limited and NatWest Pension Trustee Limited (previously filed and incorporated by reference to Exhibit 4.25 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))
4.19^(1)^	Framework Agreement dated 6 February 2023 between National Westminster Bank Plc and NatWest Pension Trustee Limited (previously filed and incorporated by reference to Exhibit 4.24 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 (file No. 1-10306))
4.20	Deed of Amendment to the 28 September 2018 Framework Agreement dated 6 February 2023 between National Westminster Bank Plc and NatWest Pension Trustee Limited (previously filed and incorporated by reference to Exhibit 4.25 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2022 (file No. 1-10306))
8.1	Principal subsidiaries of NatWest Group plc
11.1	Insider Trading Policy (previously filed and incorporated by reference to Exhibit 11.1 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2024 (file No. 1-10306))
12.1	CEO certification required by Rule 13a-14(a)
12.2	CFO certification required by Rule 13a-14(a)
13.1	Certification required by Rule 13a-14(b)
15.1	Consent of independent registered public accounting firm (Ernst & Young LLP)
15.2	Annual Report and Form 20-F Information
16.1	Letter from Ernst & Young LLP dated 17 February 2026
97	Malus Clawback Policy Guideline (previously filed and incorporated by reference to Exhibit 4.28 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2023 (file No. 1-10306))
101 INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Scheme
101.CAL	XBRL Taxonomy Extension Scheme Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Scheme Definition Linkbase
101. LAB	XBRL Taxonomy Extension Scheme Label Linkbase
101.PRE	XBRL Taxonomy Extension Scheme Presentation Linkbase

Note:

(1)	Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential.


NatWest Group Annual Report on Form 20-F 2025	310

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

NatWest Group plc

Registrant

/s/ Katie Murray

Katie Murray

Group Chief Financial Officer

17 February 2026


NatWest Group Annual Report on Form 20-F 2025	311

Exhibit 2.4

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2025, Natwest Group plc (the “Company,” “NatWest Group,” “we,” “us” and “our”), formerly Royal Bank of Scotland Group plc, had the following series of securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading symbol		Name of each exchange on which registered	****
American Depositary Shares, each representing 2 ordinary shares, nominal value £1.0769** per share		NWG		The New York Stock Exchange
Ordinary shares, nominal value £1.0769** per share				The New York Stock Exchange*
4.800% Senior Notes due 2026		NWG26		The New York Stock Exchange
3.032% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035		NWG 35		The New York Stock Exchange
3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG 28		The New York Stock Exchange
5.076% Fixed Rate / Floating Rate Senior Notes due 2030		NWG 30		The New York Stock Exchange
4.445% Fixed Rate / Floating Rate Senior Notes due 2030		NWG 30A		The New York Stock Exchange
4.892% Fixed Rate / Floating Rate Senior Notes due 2029		NWG 29		The New York Stock Exchange
1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027		NWG27		The New York Stock Exchange
5.516% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG28A		The New York Stock Exchange
5.847% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027		NWG27A		The New York Stock Exchange
6.016% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2034		NWG34		The New York Stock Exchange
5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029		NWG29B		The New York Stock Exchange
Senior Callable Floating Notes due 2028		NWG28B		The New York Stock Exchange
5.583% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG28C		The New York Stock Exchange
Senior Callable Floating Notes due 2028		NWG28D		The New York Stock Exchange
6.475% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034		NWG34A		The New York Stock Exchange


Title of each class		Trading symbol		Name of each exchange on which registered	****
5.778% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG35A		The New York Stock Exchange
4.964% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030		NWG30B		The New York Stock Exchange
5.115% Senior Callable Fixed-to-fixed Reset Rate Notes due 2031		NWG31		The New York Stock Exchange
Senior Callable Floating Rate Notes due 2029		NWG29C		The New York Stock Exchange

*Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

**	Nominal value of Ordinary shares without rounding is £1.076923076923077.

Capitalized terms used but not defined herein have the meanings given to them in NatWest Group’s annual report on Form 20-F for the fiscal year ended December 31, 2025.

ORDINARY SHARES

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by NatWest Group’s Articles of Association and by the Companies Act 1985 and the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.

A copy of NatWest Group’s Articles of Association is filed as Exhibit 1.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2025, incorporated by reference herein.

Share Capital

As at December 31, 2025, our allotted, called up and fully paid share capital was as follows.


(Title of each class)		(Number of outstanding shares)	****
Ordinary shares of £1.0769* each		8,227,041,758
11% cumulative preference shares		240,686
5½% cumulative preference shares		242,454

*	Nominal value of Ordinary shares without rounding is £1.076923076923077.

Voting Rights

Subject to any special rights or restrictions provided by the articles of association attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution), and on a poll every member who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held by him. Voting rights may not be exercised by a member who has been served with a restriction notice after failure to provide us with information concerning interests in shares to be provided under U.K. law.

Holders of non-cumulative preference shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of NatWest Group or any resolution directly varying or abrogating the rights attached to any such shares and then in such case only to speak to

and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior to the allotment thereof. Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the directors prior to allotment.

Shareholders’ Meetings

The Board must call an annual general meeting in each period of six months beginning with the day following our accounting reference date. Other general meetings may be called by the directors whenever they think fit. The directors must also convene a meeting upon the request of shareholders holding not less than 5% of our paid-up capital carrying voting rights at general meetings of shareholders. A request for a general meeting of shareholders must state the general nature of the business to be dealt with at the meeting, and must be signed by the requesting shareholders and deposited at our registered office or an address specified by us for the purpose. If our directors fail to give notice of such meeting to shareholders within 21 days from receipt of notice (the meeting in question to be held on a date not more than 28 days after the date of the notice convening the meeting), the shareholders that requested the general meeting, or any of them representing more than one-half of the total voting rights of all shareholders that requested the meeting, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months. Any such meeting must be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by our directors.

We must give at least 21 days’ notice of a general meeting but, in the case of any general meeting other than an annual general meeting, the Companies Act 2006 (the “2006 Act”) allows us to use a shorter notice period of 14 days provided that certain conditions are met, including the passing of an appropriate resolution at an annual general meeting. Notice shall be given to the auditors and to every member of NatWest Group, other than those who are not entitled to receive such notice under the provisions of the articles of association.

We may not hold an annual or general meeting at short notice other than in relation to a general meeting that is adjourned.

The notice calling a general meeting must specify the place, day and time of the meeting.

Attendance at Shareholders’ Meetings; Proxies and Votes by Mail

In general, all shareholders (subject to restrictions for holders of non-cumulative preference shares as set out above) who have properly registered their shares may participate in general meetings. Shareholders may attend, speak and vote in person or by proxy.

In order to attend or vote at any general meeting, a person must be entered on the register of members by the time, being not more than 48 hours before the meeting, specified in the notice of the general meeting (as described below under “–Quorum”).

A shareholder may appoint a proxy in writing or by electronic communication. The appointment of a proxy must be delivered to or received by us at the address specified for that purpose not later than 48 hours before the time appointed for the holding of the meeting. A proxy need not be a member of NatWest Group.

Quorum

The articles of association state that no business other than the appointment of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present. A quorum for the purposes of a general meeting is five shareholders present in person and entitled to vote at the meeting.

If a quorum is not present at a general meeting within 15 minutes of the time appointed for the meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine), the meeting shall be adjourned to either the day and time specified in the notice convening the meeting for such purpose or (if not specified) such

time as the chairman of the meeting may determine. In the event of the latter, not less than seven days’ notice of the adjourned meeting (or such longer notice as may be required by statute) shall be given. If a quorum is not present at the adjourned meeting within 15 minutes of the time appointed, the members present in person or by proxy and entitled to vote at the meeting shall constitute a quorum.

Votes Required for Shareholder Action

An ordinary resolution must receive more than 50% of the votes cast to be passed. A special resolution must receive at least 75% of the votes cast in order to be passed.

Financial Statements and Other Communications with Shareholders

Not less than 21 days before the date of an annual general meeting, we must send a copy of every balance sheet and profit and loss account which is to be laid before a general meeting, and a copy of the Director’s and Auditors’ reports, to every member of NatWest Group and every person who is entitled to receive notice of the meeting. Alternatively, such persons can elect to receive only a copy of NatWest Group’s strategic report or can elect to view the aforementioned documents on our website.

Dividends

Subject to the provisions of the 2006 Act and Clause 123 of the Articles, we may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to us.

We may cease sending dividend warrants and cheques by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the registered holder. We may resume sending warrants and cheques if the holder requests such recommencement in writing.

default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, we may issue shares which are, or at our option or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

We may by ordinary resolution: increase our share capital; consolidate and divide all or any of our share capital into shares of larger amount than our existing shares; subject to the provisions of the 2006 Act, subdivide our shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

Subject to the provisions of the 2006 Act, if at any time our capital is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not we are being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meetings will apply, save that:

(i)	if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and
(ii)	any such holder present in person or by proxy may demand a poll. The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue
---	---

thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in our profits or assets, pari passu therewith, but in no respect in priority thereto.

Pre-emption Rights

Under U.K. law, if we issue specific kinds of additional securities, current shareholders will have pre-emption rights to those securities on a pro rata basis.

The shareholders may, by way of a special resolution, grant authority to the directors to allot shares as if the pre-emption rights did not apply. This authority may be either specific or general and may not exceed a period of five years. If the directors wish to seek authority to disapply the pre-emption rights in relation to a specific allotment, the directors must produce a statement that is circulated to shareholders detailing their reasons for seeking the disapplication of such pre-emption rights.

Form, Holding and Transfer of Shares

Shares may be held in either certificated or uncertificated form.

Certificated Shares

Shares held in certificated form are evidenced by a certificate and a register of shareholders is maintained by our registrar. Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or a form approved by the directors.

Title to certificated shares is evidenced by entry in the register of our members.

The directors may decline to register any transfer of a certificated share unless:

(i)	the instrument of transfer is lodged at the specified place and accompanied by the certificate for the shares to which it relates;
(ii)	the instrument of transfer is in respect of only one class of share; and
---	---
(iii)	in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
---	---

Uncertificated Shares

NatWest Group shares held in uncertificated form are held through CREST (computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear UK).

Subject to any applicable restrictions in the articles of association, any member may transfer all or any of his uncertificated shares by means of a relevant system in the manner provided for in the Uncertificated Securities Regulations 2001 and the rules of the relevant system.

Title to uncertificated shares is evidenced by entry in the operator register maintained by Euroclear UK (which forms part of the register of our members).

The directors may decline to register the transfer of an uncertificated share in accordance with the Uncertificated Securities Regulations 2001, and, in the case of jointly held shares, where the share is to be transferred to more than four joint holders.

No fee is payable for the registration of transfers of either certificated of uncertificated shares, although there may be U.K. stamp duty and SDRT consequences.

Liquidation Rights

If NatWest Group is liquidated, the liquidator may, with the authority of a special resolution, divide among the members in specie or kind the whole or any part of the assets of NatWest Group. The liquidator may determine how such division is to be carried out as between members or classes of members. No member shall be compelled to accept any assets on which there is a liability.

Non-voting deferred shares

On a winding-up or other return of our capital, holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £100,000 on each ordinary share.

General

On our winding-up, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of our assets or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

Disclosure of Holdings Exceeding Certain Percentages

The Disclosure and Transparency Rules require each shareholder to notify us if the voting rights held by him (including by way of certain financial instrument) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100%. Under the Disclosure and Transparency Rules, certain voting rights in NatWest Group may be disregarded.

Pursuant to the 2006 Act, we may also send a notice to any person whom we know or believes to be interested in our shares requiring that person to confirm whether he has such an interest and if so details of that interest.

Under the articles of association and U.K. law, if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares (the “default shares”), the Directors may serve a restriction notice on such person. Such a restriction notice will state that the default shares and, if the Directors determine, any other shares held by that person, shall not confer any right to attend or vote at any general meeting of NatWest Group.

In respect of a person with a 0.25% or more interest in our issued ordinary share capital, the Directors may direct in the restriction notice that, subject to certain exceptions, no transfers of shares held by such person (in certificated or uncertificated form) shall be registered and that any dividends or other payments on the shares shall be retained by us pending receipt by us of the information requested by the Directors.

Purchase of Shares by NatWest Group

Subject to U.K. law (which includes a requirement to obtain shareholder authority), and to any rights conferred on the holders of any class of shares and to any requirements imposed by the London Stock Exchange, we may purchase any of our own shares. The directors are not obliged to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or different classes.

Conversion

Convertible preference shares carry the right to convert into ordinary shares if they have not been the subject of a notice of redemption from us, on or before a specified date determined by the Directors. The right to convert will be exercisable by service of a conversion notice on us within a specified period. We will use reasonable endeavors

to arrange the sale, on behalf of convertible preference shareholders who have submitted a conversion notice, of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of the relevant convertible preference shares by the Directors).

Lien and Forfeiture

We have a lien on every partly paid share for all amounts payable to us in respect of that share. The Directors may call any monies unpaid on shares and may sell shares on which calls or amounts payable under the terms of issues are not duly paid.

Ownership of Shares by Non-U.S. Persons

There are no provisions in the articles of association that restrict non-resident or foreign shareholders from holding NatWest Group shares or from exercising voting rights attaching to NatWest Group shares.

Untraceable Shareholders

We shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:

(i)	during a period of 12 years ending on date of advertising our intention to sell such shares at least three cash dividends in respect of such shares have become payable but all dividends or other moneys payable remain unclaimed;
(ii)	we have inserted advertisements in one daily newspaper with a national circulation in the United Kingdom, one Scottish daily newspaper and one newspaper circulating in the area of the last known address of the member or other person giving notice of our intention to sell the shares;
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(iii)	during the period referred to in sub-paragraph (i) above and the period of three months following the publication of the advertisements referred to in sub-paragraph (ii) above, we receive no indication of the whereabouts or existence of the member or other person; and
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(iv)	if the shares are listed on the London Stock Exchange, we give notice to the London Stock Exchange of its intention to sell the shares prior to publication of the advertisements.
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The net proceeds of such sale shall belong to us, which shall be obliged to account to the former member or other person previously entitled to the shares for an amount equal to the proceeds as a creditor of NatWest Group.

ORDINARY SHARE AMERICAN DEPOSITARY SHARES

The Bank of New York Mellon, as the depositary, will register and deliver ordinary share ADSs, each representing two NatWest Group plc ordinary shares (or a right to receive two NatWest Group plc ordinary shares) deposited with the London branch of The Bank of New York Mellon, as custodian. Each ordinary share ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s principal executive office and its corporate trust office at which the register will be administered is located at 240 Greenwich Street, New York 10286.

You may hold ordinary share ADSs either (i) directly (a) by having an ordinary share ADR, which is a certificate evidencing a specific number of ordinary share ADSs, registered in your name, or (b) by holding ordinary share ADSs in the Direct Registration System, or (ii) indirectly through your broker or other financial institution. If you hold ordinary share ADSs directly, you are an ordinary share ADS holder. This description assumes you hold your ordinary share ADSs directly. If you hold the ordinary share ADSs indirectly, you must rely on the procedures

of your broker or other financial institution to assert the rights of ordinary share ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and DTC participants.

As an ordinary share ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. United Kingdom law governs shareholder rights. The depositary will be the holder of the shares underlying your ordinary share ADSs. As a holder of ordinary share ADSs, you will have ordinary share ADS holder rights. The ordinary share ADS deposit agreement among NatWest Group plc, the depositary and you, as an ordinary share ADS holder, and the beneficial owners of ordinary share ADSs sets out ordinary share ADS holder rights as well as the rights and obligations of the depositary. New York law governs the ordinary share ADS deposit agreement and the ordinary share ADSs.

NatWest Group plc may from time to time request owners of ordinary share ADSs to provide information as to (a) the capacity in which such owners own or owned ordinary share ADSs, (b) the identity of any other persons then or previously having a beneficial interest in such ordinary share ADSs and the nature of such interest and various other matters and (c) any other matter where disclosure of such matter is required for compliance with applicable laws and regulations or the articles of association or similar document of NatWest Group plc. Each owner of ordinary share ADSs agrees to provide any information requested by NatWest Group plc or the depositary pursuant to the ordinary share ADS deposit agreement. Each holder consents to the disclosure by the depositary and the owner or any other holder through which it holds ADSs, directly or indirectly, of all information responsive to a request made pursuant to the deposit agreement relating to that holder that is known to that owner or other holder. The depositary agrees to comply with reasonable written instructions received from time to time from NatWest Group plc requesting that the depositary forward any such requests to the owners of ordinary share ADSs and to forward to NatWest Group plc any such requests received by the depositary.

The following is a summary of the material provisions of the ordinary share ADS deposit agreement. For more complete information, you should read the entire ordinary share ADS deposit agreement and the form of American depositary receipt.

Dividends and Other Distributions

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of NatWest Group plc ordinary shares your ordinary share ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the NatWest Group plc ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the ordinary share ADS deposit agreement allows the depositary to distribute the foreign currency only to those ordinary share ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ordinary share ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid, will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Shares. The depositary may distribute additional ordinary share ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ordinary share ADSs. It will sell shares which would require it to deliver a fractional ordinary share ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ordinary share ADSs,

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the outstanding ordinary share ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may, after consultation with NatWest Group plc, make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ordinary share ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

U.S. securities laws may restrict transfers and cancellation of the ordinary share ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ordinary share ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ordinary share ADSs described in this section except for changes needed to put the necessary restrictions in place.

Other Distributions. After consultation with NatWest Group plc to the extent practicable, the depositary will send to you anything else NatWest Group plc distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may, after consultation with NatWest Group plc to the extent practicable, decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ordinary share ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ordinary share ADSs) to you unless it receives reasonably satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ordinary share ADS holders. We have no obligation to register ordinary share ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ordinary share ADSs, shares, rights or anything else to ordinary share ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for NatWest Group plc to make them available to you.

Deposit, Withdrawal and Cancellation

The depositary will deliver ordinary share ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees and including a U.K. SDRT charge on the value of the ordinary shares so deposited, the depositary will register the appropriate number of ordinary share ADSs in the names you request and will deliver the ordinary share ADSs to or upon the order of the person or persons that made the deposit.

You may surrender your ordinary share ADSs at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ordinary share ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

You may surrender your ordinary share ADR to the depositary for the purpose of exchanging your ordinary share ADR for uncertificated ordinary share ADSs. The depositary will cancel that ordinary share ADR and will send you a statement confirming that you are the owner of uncertificated ordinary share ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ordinary share ADSs requesting the

exchange of uncertificated ordinary share ADSs for certificated ordinary share ADSs, the depositary will execute and deliver to you an ordinary share ADR evidencing those ordinary share ADSs.

Voting Rights

You may instruct the depositary to vote the number of deposited shares your ordinary share ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you if we ask it to. Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they much reach the depositary by a date set by the depositary.

Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares.

The depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited shares other than in accordance with the instructions given by the owners and received by the depositary, subject to the laws of the United Kingdom and our articles of association.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible if they fail to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities (as defined in the ordinary share ADS deposit agreement), if we request the depositary to act, we will try to give the depositary notice of any such meeting and details concerning the matters to be voted upon and copies of materials to be made available to holders of shares in connection with the meeting not less than 45 days in advance of the meeting date.

Fees and Expenses

For:	Persons depositing or withdrawing shares must pay:
·Issuance of ordinary share ADSs, including issuances resulting from a distribution of shares or rights or other property	·$5.00 (or less) per 100 ordinary share ADSs (or portion of 100 ordinary share ADSs)
·Cancellation of ordinary share ADSs for the purpose of withdrawal, including if the ordinary share ADS deposit agreement terminates	·$5.00 (or less) per 100 ordinary share ADSs (or portion of 100 ordinary share ADSs)
·Any cash distribution to you	·$0.02 (or less) per ordinary share ADS
·Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to holders	·A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ordinary share ADSs
·Depositary services	·$0.02 (or less) per ordinary share ADSs per annum
·Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares	·Registration or transfer fees
·Cable, telex and facsimile transmissions (when expressly provided in the ordinary share ADS deposit agreement)	·Expenses of the depositary
·Converting foreign currency to U.S. dollars	·Expenses of the depositary
·As necessary	·Taxes and other governmental charges the depositary or the custodian have to pay on any ordinary share ADS or share underlying an


	ordinary share ADS, for example, stock transfer taxes, stamp duty or withholding taxes
·As necessary	·Any charges incurred by the depositary or its agents for servicing the deposited securities

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ordinary share ADSs or on the deposited securities represented by any of your ordinary share ADSs. The depositary may refuse to register any transfer of your ordinary share ADSs or allow you to withdraw the deposited securities represented by your ordinary share ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ordinary share ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ordinary share ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:

·	change the nominal or par value of our shares
·	reclassify, split up or consolidate any of the deposited securities
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·	distribute securities on the shares that are not distributed to you
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·	recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
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then the cash, shares or other securities received by the depositary will become deposited securities. Each ordinary share ADS will automatically represent its equal share of the new deposited securities. The depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received. It may also deliver new ordinary share ADRs or ask you to surrender your outstanding ordinary share ADRs in exchange for new ordinary share ADRs identifying the new deposited securities.

Amendment and Termination

We may agree with the depositary to amend the ordinary share ADS deposit agreement and the ordinary share ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ordinary share ADS holders, it will not become effective for outstanding ordinary share ADSs until 30 days after the depositary notifies ordinary share ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ordinary share ADSs, to agree to the amendment and to be bound by the ordinary share ADRs and the ordinary share ADS deposit agreement as amended.

The depositary will terminate the ordinary share ADS deposit agreement at our direction by mailing notice of termination to the ordinary share ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the ordinary share ADS deposit agreement by mailing notice of termination to us and the ordinary share ADS holders then outstanding if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the ordinary share ADS deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver shares and other deposited securities upon cancellation of ordinary share ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the

depositary will hold the money it received on the sale, as well as any other cash it is holding under the ordinary share ADS deposit agreement for the pro rata benefit of the ordinary share ADS holders that have not surrendered their ordinary share ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

Limitations on Obligations and Liability

The ordinary share ADS deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

·	are only obligated to take the actions specifically set forth in the ordinary share ADS deposit agreement without negligence or bad faith;
·	are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the ordinary share ADS deposit agreement;
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·	are not liable if we or it exercises, or fails to exercise, discretion permitted under the ordinary share ADS deposit agreement;
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·	have no obligation to become involved in a lawsuit or other proceeding related to the ordinary share ADSs or the ordinary share ADS deposit agreement on your behalf or on behalf of any other person; and
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·	may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
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In the ordinary share ADS deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ordinary share ADS, make a distribution on an ordinary share ADS, or permit withdrawal of shares, the depositary may require:

·	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
·	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
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·	compliance with regulations it may establish, from time to time, consistent with the ordinary share ADS deposit agreement, including presentation of transfer documents.
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The depositary may refuse to deliver ordinary share ADSs or register transfers of ordinary share ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your Ordinary Share ADRs

You have the right to cancel your ordinary share ADSs and withdraw the underlying shares at any time except:

·	When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.
·	When you owe money to pay fees, taxes and similar charges.
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·	When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ordinary share ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the ordinary share ADS deposit agreement.

Direct Registration System

In the ordinary share ADS deposit agreement, all parties to the ordinary share ADS deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to ordinary share ADSs upon acceptance thereof to DRS by the DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ordinary share ADS holder, to direct the depositary to register a transfer of those ordinary share ADSs to DTC or its nominee and to deliver those ordinary share ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ordinary share ADS holder to register such transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the ordinary share ADS deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ordinary share ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ordinary share ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the ordinary share ADS deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the ordinary share ADS deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

DEBT SECURITIES

Each series of notes listed on the New York Stock Exchange and set forth on the cover page to NatWest Group’s annual report on Form 20-F for the fiscal year ended December 31, 2025 has been issued by NatWest Group. Each of these series of notes and related guarantees, as applicable, was issued pursuant to an effective registration statement and a related prospectus and prospectus supplement (if applicable) setting forth the terms of the relevant series of notes and related guarantees, as applicable.

The following table sets forth the dates of the registration statements, dates of the base prospectuses and dates of issuance for each relevant series of notes (the “Notes”).


Series		Issuer		Registration Statement		Date of Base Prospectus		Date of Issuance

4.800% Senior Notes due 2026		NWG		333-203157		March 31, 2015		April 5, 2016
3.032% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035		NWG		333-222022		December 13, 2017		August 25, 2020
3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG		333-222022		December 13, 2017		May 19, 2020
5.076% Fixed Rate / Floating Rate Senior Notes due 2030		NWG		333-222022		December 13, 2017		September 27, 2018
4.445% Fixed Rate / Floating Rate Senior Notes due 2030		NWG		333-222022		December 13, 2017		May 8, 2019
Senior Floating Rate Notes due 2024		NWG		333-222022		December 13, 2017		June 25, 2018
4.892% Fixed Rate / Floating Rate Senior Notes due 2029		NWG		333-222022		December 13, 2017		May 18, 2018
1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027		NWG		333-251220		December 9, 2020		June 9, 2021
5.516% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG		333-261837		January 11, 2022		June 30, 2022
5.847% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027		NWG		333-261837		January 11, 2022		March 2, 2023
6.016% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2034		NWG		333-261837		January 11, 2022		March 2, 2023
5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029		NWG		333-261837		January 11, 2022		June 13, 2023
Senior Callable Floating Notes due 2028		NWG		333-261837		January 11, 2022		February 29, 2024
5.583% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG		333-261837		January 11, 2022		February 29, 2024
5.778% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028		NWG		333-261837		January 11, 2022		February 29, 2024
6.475% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034		NWG		333-261837		January 11, 2022		March 1, 2024
4.964% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030		NWG		333-261837		January 11, 2022		August 15, 2024
Senior Callable Floating Notes due 2028		NWG		333-261837		January 11, 2022		August 15, 2024
5.115% Senior Callable Fixed-to-fixed Reset Rate Notes due 2031		NWG		333-284008		December 23, 2024		May 20, 2025
Senior Callable Floating Rate Notes due 2029		NWG		333-284008		December 23, 2024		May 20, 2025

The following descriptions of our Notes are summaries and do not purport to be complete and are qualified in their entirety by the full terms of the Notes and the relevant indentures related thereto, which are available at www.sec.gov. The description sets out the general terms of the Notes contained in the base prospectus under which the Notes were issued, followed by a description for each series of Notes of the particular terms applicable to such series contained in the applicable prospectus supplement. To the extent language in the applicable prospectus supplement modifies the language in the applicable base prospectus or there is any inconsistency between the information in such base prospectus and the applicable prospectus supplement, then the term of that prospectus supplement governs. In this description, references to the “accompanying prospectus” refer to the relevant base prospectus for the Notes and references to the “accompanying prospectus supplement” refer to the relevant prospectus supplement for the Notes.

BASE PROSPECTUSES

A.	Base Prospectus dated June 5, 2001

Please refer to pages 33-42 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

B.	Base Prospectus dated September 28, 2012

Please refer to pages 51-62 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

C.	Base Prospectus dated March 31, 2015

Please refer to pages 63-77 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

D.	Base Prospectus dated December 13, 2017

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

E.	Base Prospectus dated December 9, 2020

Please refer to pages 15-32 of Exhibit 2.4 of the 2021 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465922030147/nwg-20211231xex2d4.htm

F.	Base Prospectus dated January 11, 2022

Please refer to pages 16-32 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

G.	Base Prospectus dated December 23, 2024

DESCRIPTION OF DEBT SECURITIES

The following is a summary of the general terms that will apply to any senior debt securities and subordinated debt securities that may be offered by NatWest Group plc. Consequently, when we refer to “debt securities” in this prospectus, we mean the senior debt securities and the subordinated debt securities that may be issued by NatWest Group plc. The term “debt securities” does not include the “contingent convertible securities” described under “Description of Contingent Convertible Securities”.

Each time that we issue debt securities, we will file a prospectus supplement with the SEC, which you should read carefully. The prospectus supplement will summarize specific terms of your security and may contain

additional terms of those debt securities to those described in this prospectus or terms that differ from those described in this prospectus. The terms presented here, together with the terms contained in the prospectus supplement, will be a description of the material terms of the debt securities, but if there is any inconsistency between the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace those presented here. Therefore, the statements we make below in this section may not apply to your debt security. You should also read the indentures under which we will issue the debt securities, which we have filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Senior debt securities will be issued by NatWest Group plc under the senior debt indenture as supplemented by supplemental indentures as required. Subordinated debt securities will be issued by NatWest Group plc under the subordinated debt indenture as supplemented by supplemental indentures as required. Each indenture is a contract between us and The Bank of New York Mellon, as trustee. None of the indentures limit our ability to incur additional indebtedness, including additional senior indebtedness.

The summary below does not describe every aspect of the indentures or the debt securities and is subject to and qualified in its entirety by reference to all the provisions of the indentures.

General

The debt securities are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United Kingdom.

The indentures do not limit the amount of debt securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for any particular series of debt securities will describe the terms of the offered debt securities, including some or all of the following terms:

·	whether they are senior debt securities or subordinated debt securities;
·	with respect to the subordinated debt securities, whether the payment of interest can be deferred, whether the payment of principal can be deferred, the subordination terms, the redemption terms and the events of default applicable to each series of the subordinated debt securities;
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·	their specific designation, authorized denomination and aggregate principal amount;
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·	the price or prices at which they will be issued;
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·	whether such debt securities will be dated debt securities with a specified maturity date or undated debt securities with no specified maturity date;
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·	the annual interest rate or rates, or how to calculate the interest rate or rates;
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·	the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined;
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·	the times and places at which any interest payments are payable;
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·	the terms of any mandatory or optional redemption, including the amount of any premium;
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·	any modifications or additions to the events of default with respect to the debt securities offered;
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·	any provisions relating to conversion or exchange for other securities issued by us;
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·	the currency or currencies in which they are denominated and in which we will make any payments;
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·	any index used to determine the amount of any payments on the debt securities;
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·	any restrictions that apply to the offer, sale and delivery of the debt securities and the exchange of debt securities of one form for debt securities of another form;
·	whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the debt securities following certain developments with respect to withholding tax or information reporting laws and whether, and on what terms, if other than those described in this prospectus, we may redeem the debt securities following those developments;
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·	the terms of any mandatory or optional exchange; and
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·	any listing on a securities exchange.
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In addition, the prospectus supplement will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.

Debt securities may bear interest at a fixed rate, a floating rate or a combination thereof. We will sell any subordinated debt securities that bear no interest, or that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.

Holders of debt securities shall have no voting rights except those described under the heading “ –Modification and Waiver” below.

If we issue senior debt securities designed to count towards the EU minimum requirements for own funds and eligible liabilities framework, the terms (including the events of default and redemption options) of those securities in particular may differ from those described in this prospectus and will be set out in the relevant prospectus supplement.

If we issue subordinated debt securities that qualify as Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption, events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.

Payments

We will make any payments of interest and principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

Subordinated Debt Securities

Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, our obligation to make such payment shall be deferred and such failure to make a payment does not create a default under the applicable subordinated debt indenture. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.

Subordination

Senior Debt Securities

Unless the relevant prospectus supplement provides otherwise, senior debt securities constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

Subordinated Debt Securities

If we issue subordinated debt securities, the applicable prospectus supplement relating to the subordinated debt securities will include a description of the subordination provisions that apply to the subordinated debt securities.

Unless the relevant prospectus supplement provides otherwise, in a winding-up or qualifying administration, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding-up, qualifying administration or otherwise, to the claims of all or any of our creditors, in the manner provided in the applicable subordinated debt indenture.

General

As a consequence of these subordination provisions, if winding-up proceedings or a qualifying administration should occur, each holder of subordinated debt securities may recover less ratably than the holders of our unsubordinated liabilities (including holders of senior debt securities). If, in any winding-up or qualifying administration, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding-up or a qualifying administration in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up, liquidation or qualifying administration, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

In addition, because NatWest Group plc is a holding company, its rights to participate in the assets of any subsidiary as a shareholder if such subsidiary is liquidated will be subject to the prior claims of such subsidiary’s creditors.

Additional Amounts

All amounts to be paid by us on any series of debt securities will be paid without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law.

Unless otherwise specified in the relevant prospectus supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts with respect to the principal of, premium, if any, and interest, if any, on any series of debt securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the holders of the debt securities of the particular series, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect of such debt securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

(i) the holder or the beneficial owner of the debt security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding or ownership of a debt security, or the collection of the payment on any debt security of the relevant series,

(ii) except in the case of a winding-up of us in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have

been entitled to such Additional Amount on presenting (where presentation is required) the debt security for payment at the close of such 30 day period,

(iv) the holder or the beneficial owner of the relevant debt security or the payment on such debt security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding,

(v) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, or

(vi) any combination of subclauses (i) through (v) above, nor shall Additional Amounts be paid with respect to a payment on the debt security to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

As used in this “Additional Amounts” section, the term “payment” means, in the context of senior debt securities and subordinated debt securities, payments of principal of, premium, if any, and interest, if any, on such securities. Whenever in this prospectus or any prospectus supplement there is mentioned, in the context of senior debt securities or subordinated debt securities, the payment of the principal, premium, if any, or interest, if any, on, or in respect of, any such security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Redemption

Unless the relevant prospectus supplement provides otherwise, we will have the option to redeem the debt securities of any series as a whole upon (i) not less than 15 business days, and not more than 30 calendar days’ notice in respect of the senior debt securities, or (ii) not less than 15 days, and not more than 30 days’ notice in respect of our subordinated debt securities, to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, if any (including any deferred amounts in the case of subordinated debt securities), to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date specified in the terms of the debt securities:

·	in making any payments on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;
·	payments on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or
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·	on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced.

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, including any conditions to our right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:

·	the redemption date;
·	the amount of debt securities to be redeemed if less than all of the series is to be redeemed;
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·	the redemption price;
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·	that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;
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·	the place or places at which each holder may obtain payment of the redemption price; and
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·	the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to debt securities
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In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

We or any of our subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender or by private agreement, if applicable law allows and if, in the case of the subordinated debt securities, certain other conditions which may be specified in the applicable prospectus supplement are satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

Under existing U.K. PRA requirements, we may not make any redemption or repurchase of certain debt securities beneficially for our own account unless, among other things, we give prior notice to the PRA and, in certain circumstances, it grants permission, in each case to the extent required at the relevant time and in the relevant circumstances. The PRA may impose conditions on any redemption or repurchase all of which will be set out in the prospectus supplement and supplemental indenture with respect to any series of debt securities.

Modification and Waiver

We and the trustee may make certain modifications and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the holder or holders of not less than a majority in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt security affected that would:

·	change the stated maturity of the principal amount of any debt security;
·	reduce the principal amount of, the interest rates of, or any premium payable upon the redemption of, any debt security;
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·	change our (or any successor’s) obligation to pay Additional Amounts;
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·	change the currency of payment;
·	impair the right to institute suit for the enforcement of any payment due and payable;
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·	reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below and described in the relevant prospectus supplement);
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·	modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or
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·	modify the above requirements.
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In addition, variations in the terms and conditions of debt securities of any series, including modifications relating to subordination, redemption, a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as those terms are defined under the heading “Event of Default and Defaults; Limitations of Remedies” below), as described in the relevant prospectus supplement, may require the non-objection from, or consent of, the PRA or its successor.

Events of Default and Defaults; Limitation of Remedies

Senior Debt Security Event of Default

Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:

·	we do not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, we satisfy the trustee that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it shall not be a Senior Debt Security Event of Default if we act on the advice given to us during the 14 day period by independent legal advisers approved by the trustee; or
·	we breach any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or
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·	either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).
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If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest,

if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against us to enforce payment. Subject to the indenture provisions for the indemnification of the trustee and the securities administrator, as the case may be, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and determined by the trustee. The trustee may also take any other action consistent with the direction that it deems proper.

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.

Unless the relevant prospectus supplement provides otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against us, whether before or during our winding-up.

Subordinated Debt Securities Event of Default

Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities shall result if either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of amalgamation or reconstruction not involving our bankruptcy or insolvency).

If a Subordinated Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the applicable indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of accelerations and its consequences, but only if all Subordinated Debt Security Events of Default have been remedied or waived and all payments due, other than those due as a result of acceleration, have been made.

Subordinated Debt Securities Defaults

In addition to Subordinated Debt Security Events of Default, the subordinated debt indenture also separately provides for “Subordinated Debt Security Defaults”. The relevant prospectus supplement with respect to any series of subordinated debt securities shall set out what events, if any, shall be considered Subordinated Debt Security Defaults. The indenture permits the issuance of subordinated debt securities in one or more series and whether a Subordinated Debt Security Default has occurred is determined on a series-by-series basis.

Unless the relevant prospectus supplement provides otherwise, if a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for our winding-up, but the trustee may not declare the principal amount of any outstanding subordinated debt security due and payable. The relevant prospectus supplement will set forth further actions provided in the subordinated debt securities indenture relating to the rights of holders in connection with the occurrence of a Subordinated Debt Security Default, if any, that may be taken by the trustee upon the occurrence of a Subordinated Debt Security Default.

Unless the relevant prospectus supplement provides otherwise, by accepting a subordinated debt security each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or the indenture (or between our obligations under or in respect of

any subordinated debt security and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding-up.

Events of Default and Defaults - General

The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

Subject to exceptions, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

Consolidation, Merger and Sale of Assets; Assumption

We may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities and under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that certain conditions are satisfied, including that under certain indentures we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. If we do and the other relevant conditions for such assumption are satisfied, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes

imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “–Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.

An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

Governing Law

The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders of each series of subordinated debt securities will be governed by and construed in accordance with the laws of Scotland.

Notices

All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

Until such time as any definitive securities are issued, there may, so long as any global securities in registered form representing the debt securities are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the debt securities, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Notices to be given by any holders of the debt securities to the trustee shall be in writing to the trustee at its corporate trust office. While any of the debt securities are represented by a global securities in registered form, such notice may be given by any holder to the trustee through DTC in such manner as DTC may approve for this purpose.

The Trustees and Securities Administrator

The Bank of New York Mellon, acting through its London Branch, 160 Queen Victoria Street, London EC4V 4LA, is the trustee under the indentures with respect to the debt securities. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (the “TIA”). Subject to the provisions of the TIA, the trustees are under no obligation to exercise any of the powers vested in them by the indentures at the request of any holder of notes, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also the book-entry depositary and paying agent with respect to our debt securities. The Bank of New York Mellon is the depositary with respect to the ADSs representing certain of our preference shares.

Consent to Service of Process

We irrevocably designate CT Corporation System as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those courts.

DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES

The following is a summary of the general terms that will apply to any contingent convertible securities that may be offered by us.

Each time that we issue contingent convertible securities, we will file a prospectus supplement with the SEC, which you should read carefully. The prospectus supplement will summarize specific terms of your security and may contain additional terms of those contingent convertible securities to those described in this prospectus or terms that differ from those described in this prospectus. The terms presented here, together with the terms contained in the prospectus supplement, will be a description of the material terms of the contingent convertible securities, but if there is any inconsistency between the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace those presented here. Therefore, the statements we make below in this section may not apply to your contingent convertible security. Contingent convertible securities will be issued by us under an indenture. The indenture is a contract between us and The Bank of New York Mellon, as trustee. The indenture does not limit our ability to incur additional indebtedness, including the issuance of further contingent convertible securities. You should also read the indenture and any related supplemental indenture establishing such contingent convertible securities, which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

The summary below does not describe every aspect of the indenture or the contingent convertible securities and is subject to and qualified in its entirety by reference to all the provisions of the indenture.

General

Contingent convertible securities means our subordinated convertible debt securities mandatorily convertible into our ordinary shares on the occurrence of certain events. The contingent convertible securities are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United Kingdom.

We may issue contingent convertible securities in one or more series. The relevant prospectus supplement for any particular series of contingent convertible securities will describe the terms of the offered contingent convertible securities, including some or all of the following terms:

·	the specific designation, authorized denomination and aggregate principal amount of the contingent convertible securities;
·	whether such contingent convertible securities will be dated contingent convertible securities with a specified maturity date or undated contingent convertible securities with no specified maturity date;
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·	the annual interest rate or rates, or how to calculate the interest rate or rates;
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·	the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined;
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·	whether the payment of interest can be deferred or cancelled, whether the payment of principal can be deferred and the subordination terms;
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·	the price or prices at which they will be issued;
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·	the terms on which the contingent convertible securities may or are required to convert into ordinary shares of NatWest Group plc and any specific terms relating to the conversion or exchange feature, including upon the occurrence of certain events relating to our financial condition;
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·	whether payments are subject to certain conditions that relate to our financial condition, including our capital ratios;
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·	the times and places at which any interest payments are payable;
·	the terms and conditions of any mandatory or optional redemption, including the amount of any premium;
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·	any modifications or additions to the events of default with respect to the contingent convertible securities offered;
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·	the terms and conditions, if any, under which we may elect to substitute or vary the terms of the contingent convertible securities;
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·	the currency or currencies in which they are denominated and in which we will make any payments;
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·	any index used to determine the amount of any payments on the contingent convertible securities;
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·	any restrictions that apply to the offer, sale and delivery of the contingent convertible securities;
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·	whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the contingent convertible securities following certain developments with respect to withholding tax or information reporting laws and whether, and on what terms, if other than those described in this prospectus, we may redeem the contingent convertible securities following those developments; and
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·	any listing on a securities exchange.
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In addition, the prospectus supplement will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of contingent convertible securities.

Contingent convertible securities may bear interest at a fixed rate, a floating rate or a combination thereof. We may sell any contingent convertible securities that bear no interest, or that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.

Holders of contingent convertible securities shall have no voting rights except those described under the heading “–Modification and Waiver” below, unless and until such contingent convertible securities are converted into our ordinary shares, in which case holders will have the voting rights described under “Description of Ordinary Shares–Share Capital–Voting Rights”.

If we issue subordinated contingent convertible securities that qualify as Additional Tier 1 or Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption, events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.

Payments

We will make any payments of interest and principal, on any particular series of contingent convertible securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement. The relevant prospectus supplement may provide that we are not obligated to make payments of principal or interest on any scheduled payment date, that interest payments may be cancelled or deemed cancelled, in whole or in part, and that any such cancellation or deemed cancellation will not create a default or an event of default under the contingent convertible securities indenture.

Subordination

Each contingent convertible security will constitute our direct, unsecured and subordinated obligations, ranking equally without any preference among themselves. The rights and claims of the holders of any series of contingent convertible securities will be subordinated as described in the relevant prospectus supplement with respect to such

series. The relevant prospectus supplement will set forth the nature of the subordinated ranking of each series of contingent convertible securities relative to the debt and equity issued by us, including to what extent the contingent convertible securities may rank junior in right of payment to our other obligations or in any other manner.

Redemption

Any terms of the redemption of any series of contingent convertible securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.

Events of Default; Limitation of Remedies

Events of Default

The relevant prospectus supplement with respect to any series of contingent convertible securities shall set out what events, if any, shall be considered Events of Defaults and what remedies, if any, that may be available to holders. The indenture permits the issuance of contingent convertible securities in one or more series and whether an Event of Default, if applicable, has occurred is determined on a series-by-series basis.

If an Event of Default provided for in a supplemental indenture for any series of contingent convertible securities, occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding contingent convertible securities of each series may declare the principal amount, together with accrued interest (if any) and Additional Amounts (if any), payable on such contingent convertible securities, of all the contingent convertible securities of that series to be due and payable immediately, by a notice in writing to us, and upon such declaration such amount shall become immediately due and payable. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding contingent convertible securities of the series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied or waived and all payments due, other than those due as a result of acceleration, have been made.

Unless the relevant prospectus supplement provides otherwise, by accepting a contingent convertible security, each holder and the trustee (acting on behalf of the holders) will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the contingent convertible security or the indenture (or between our obligations under or in respect of any contingent convertible security and any liability owed by a holder to us) that they (or the trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up.

Events of Default - General

The holder or holders of not less than a majority in aggregate principal amount of the outstanding contingent convertible securities of any series may waive any past Event of Default with respect to the series, except an Event of Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any contingent convertible security or a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each contingent convertible securities of such series.

Upon any such waiver, such Event of Default will cease to exist, and any such Event of Default with respect to any series arising therefrom will be deemed to have been cured and not to have occurred; provided that no such waiver will extend to any subsequent or other Event of Default or impair any right consequent thereon.

Subject to the indenture provisions for the indemnification of the trustee and the provisions of any supplemental indenture establishing any series of contingent convertible securities, the holder or holders of a majority in aggregate principal amount of the outstanding contingent convertible securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or

holders of any contingent convertible securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

The indenture provides that the trustee will, within 90 days after the occurrence of an Event of Default with respect to the contingent convertible securities of any series, give to each holder of the contingent convertible securities of the affected series notice of the Event of Default known to it, unless the Event of Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

Additional Amounts

Unless otherwise specified in the relevant prospectus supplement, all amounts of principal, premium, if any, and interest, if any, on any series of contingent convertible securities will be paid by us without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law.

Unless otherwise specified in the relevant prospectus supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts in respect of, payments of the principal amount of, premium, if any, and interest, if any, on any series of contingent convertible securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the holders of the contingent convertible securities, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such contingent convertible securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

(i) the holder or the beneficial owner of the contingent convertible security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding or ownership of a contingent convertible security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on any contingent convertible security of the relevant series,

(ii) except in the case of a winding-up of us in the United Kingdom, the relevant contingent convertible security is presented (where presentation is required) for payment in the United Kingdom,

(iii) the relevant contingent convertible security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amount on presenting (where presentation is required) the contingent convertible security for payment at the close of such 30 day period,

(iv) the holder or the beneficial owner of the relevant contingent convertible security or the beneficial owner of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on such contingent convertible security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (y) to make any declaration or other similar claim, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding,

thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, or

(vi) any combination of subclauses (i) through (v) above, nor shall Additional Amounts be paid with respect to a payment of principal of, premium, if any, or interest, if any, on the contingent convertible security to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

Whenever in this prospectus or any prospectus supplement there is mentioned, in any context, the payment of the principal of, premium, if any, or interest, if any, and any other payments on, or in respect of, any contingent convertible security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Limitation on Suits

No holder of contingent convertible securities will be entitled to proceed directly against us, except as described below.

Subject to any further limitations provided in the relevant prospectus supplement and supplemental indenture establishing any series of contingent convertible securities, before a holder of the contingent convertible securities may bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its rights or protect its interests relating to the contingent convertible securities, the following must occur:

·	The holder must give the trustee written notice that a continuing Event of Default has occurred and remains uncured.
·	The holders of not less than 25% in outstanding principal amount of the contingent convertible securities of the relevant series must make a written request that the trustee institute proceedings because of the Event of Default, and the holder must offer indemnity satisfactory to the trustee in its sole discretion against the cost and other liabilities incurred in connection with such request.
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·	The trustee must not have taken action for 60 days after receipt of the above notice and offer of security or indemnity, and the trustee must not have received an inconsistent direction from the majority in principal amount of all outstanding contingent convertible securities of the relevant series during that period.
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Notwithstanding any other provision of the contingent convertible indenture or the contingent convertible securities, the right of any holder of contingent convertible securities to receive payment of the principal of (and premium, if any, on), and interest on, the contingent convertible securities, on or after the due dates thereof or to institute suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such holder.

Modification and Waiver

We and the trustee may make certain modifications and amendments to the applicable indenture with respect to any series of contingent convertible securities without the consent of the holders of such contingent convertible securities. Other modifications and amendments may be made to the applicable indenture with the consent of not less than a majority in aggregate outstanding principal amount of the contingent convertible securities of the series

outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each contingent convertible security affected that would:

·	change the stated maturity, if any, of any principal amount of any contingent convertible security;
·	change the terms of any contingent convertible security to include a stated maturity date;
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·	reduce the principal amount of, the interest rates of, or the payments with respect to any contingent convertible security, other than as permitted under the applicable indenture;
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·	change our (or any successor’s) obligation to pay Additional Amounts;
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·	change the currency of payment;
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·	reduce the percentage in aggregate principal amount of outstanding contingent convertible securities of the series necessary to modify or amend the applicable indenture or to waive compliance with certain provisions of the applicable indenture;
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·	impair the right to institute suit for the enforcement of any payment due and payable;
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·	modify the subordination provisions or the terms of our obligations in respect of the payment of amounts due and payable on the contingent convertible securities in a manner adverse to the holders, in each case other than as permitted under the applicable indenture; or
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·	modify the above requirements.
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In addition to the permitted amendments described in the preceding paragraph, we and the trustee may amend or supplement the applicable indenture or the contingent convertible securities without the consent of any holders of the contingent convertible securities to conform the provisions of the applicable indenture to this “Description of Contingent Convertible Securities” section in this prospectus.

In addition, unless the relevant prospectus supplement provides otherwise, any variations in the terms and conditions of the contingent convertible securities of any series, including modifications relating to the subordination or redemption provisions of such contingent convertible securities, can only be made in accordance with the rules and requirements of the PRA, as and to the extent applicable from time to time.

Consolidation, Merger and Sale of Assets; Assumption

We may, without the consent of the holders of any of the contingent convertible securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the contingent convertible securities and under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

Subject to applicable law and regulation (including, if and to the extent required at such time by the applicable regulatory capital rules, regulations or standards, the prior consent of the PRA), a holding company of us or any of our wholly-owned subsidiaries may assume our obligations under the contingent convertible securities of any series without the consent of any holder, provided that certain conditions are satisfied. If the conditions set out in the contingent convertible securities indenture are satisfied, all of our direct payment obligations under the contingent convertible securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the contingent convertible securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming holding company or wholly-owned subsidiary is organized or tax resident,

subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. The holding company or wholly-owned subsidiary, as the case may be, that assumes our obligations will also be entitled to redeem the contingent convertible securities of the relevant series in the circumstances described in “–Redemption” above or in the supplemental indenture with respect to the particular series of contingent convertible securities.

An assumption of our obligations under the contingent convertible securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those contingent convertibles securities for new contingent convertible securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

Governing Law

The contingent convertible securities and the indenture will be governed by and construed in accordance with the laws of the State of New York and the Trust Indenture Act, except that, as the indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders of each series of contingent convertible securities will be governed by and construed in accordance with the laws of Scotland.

Notices

All notices to holders of registered contingent convertible securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

The Trustee

The Bank of New York Mellon, acting through its London Branch, 160 Queen Victoria Street, London EC4V 4LA, is the trustee under the indenture with respect to the contingent convertible securities. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (“TIA”). Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of contingent convertible securities, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also the book-entry depositary and paying agent with respect to our contingent convertible securities. The Bank of New York Mellon is the depositary with respect to the American Depositary Shares representing certain of our preference shares and our ordinary shares.

Consent to Service of Process

Under the indenture, we irrevocably designate CT Corporation System as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any contingent convertible securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those courts.

SUBORDINATED TIER 2 SECURITIES

A.	3.032% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035

Base Prospectus :

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

Please refer to pages 26-38 of Exhibit 2.4 of the 2020 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465921032442/a20-38587_8ex2d4.htm

**B.**6.475% Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2034

Base Prospectus :

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

Please refer to pages 16-27 of Exhibit 2.4 of the 2024 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465925016029/nwg-20241231xex2d4.htm

SENIOR NOTES

**A.**3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028

Base Prospectus

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement:

Please refer to pages 40-50 of Exhibit 2.4 of the 2020 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465921032442/a20-38587_8ex2d4.htm

**B.**4.892% Fixed Rate / Floating Rate Senior Notes due 2029

Base Prospectus :

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

Please refer to pages 195-206 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

**C.**4.445% Fixed Rate / Floating Rate Senior Notes due 2030

Base Prospectus :

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

Please refer to pages 207-218 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

**D.**5.076% Fixed Rate / Floating Rate Senior Notes due 2030

Base Prospectus :

Please refer to pages 78-91 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

Please refer to pages 219-230 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

**E.**1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027

Base Prospectus :

Please refer to pages 15-32 of Exhibit 2.4 of the 2021 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465922030147/nwg-20211231xex2d4.htm

Prospectus Supplement:

Please refer to pages 36-46 of Exhibit 2.4 of the 2021 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465922030147/nwg-20211231xex2d4.htm

**F.**5.516% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028

Base Prospectus :

Please refer to pages 16-25 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

Prospectus Supplement :

Please refer to pages 43-52 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

**G.**5.847% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027 and 6.016% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2034

Base Prospectus:

Please refer to pages 16-25 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

Prospectus Supplement:

Please refer to pages 19-29 of Exhibit 2.4 of the 2023 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465924026968/nwg-20231231xex2d4.htm

**H.**5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2029

Base Prospectus:

Please refer to pages 16-32 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

Prospectus Supplement:

Please refer to pages 29-38 of Exhibit 2.4 of the 2023 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465924026968/nwg-20231231xex2d4.htm

**I.**5.583% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028, 5.778% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2035 and Senior Callable Floating Notes due 2028

Base Prospectus:

Please refer to pages 16-32 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

Prospectus Supplement :

Please refer to pages 30-46 of Exhibit 2.4 of the 2024 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465925016029/nwg-20241231xex2d4.htm

**J.**Senior Callable Floating Notes due 2028 and 4.964% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030

Base Prospectus :

Please refer to pages 16-32 of Exhibit 2.4 of the 2022 Annual Report, available at https://sec.gov/Archives/edgar/data/844150/000110465923025378/nwg-20221231xex2d4.htm

Prospectus Supplement :

Please refer to pages 46-61 of Exhibit 2.4 of the 2024 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465925016029/nwg-20241231xex2d4.htm

K.	5.115% Senior Callable Fixed-to-fixed Reset Rate Notes due 2031 and Senior Callable Floating Rate Notes due 2029

Base Prospectus:

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 23, 2024, set out on pages 15-24 of this exhibit.

Prospectus Supplement:

DESCRIPTION OF THE SENIOR NOTES

In this prospectus supplement, we refer to the $1,250,000,000 5.115% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2031 as the “Fixed Reset Rate Notes”, to the $300,000,000 Senior Callable Floating Rate Notes due 2029 as the “Floating Rate Notes” and to the Fixed Reset Rate Notes and the Floating Rate Notes collectively as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities we may issue contained in the accompanying prospectus under the heading

“Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

General

The Fixed Reset Rate Notes will be issued in an aggregate principal amount of $1,250,000,000 and, unless previously redeemed or repurchased (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on 23 May, 2031.

The Floating Rate Notes will be issued in an aggregate principal amount of $300,000,000 and, unless previously redeemed or repurchased (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on 23 May, 2029.

The Senior Notes of each series will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

Each series of the Senior Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

We will issue the Senior Notes in fully registered form. The Senior Notes of each series will be represented by global securities registered in the name of a nominee of DTC. You will hold a beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 23, 2025. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

We may, without the consent of the holders of the Senior Notes of any series, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes of a series described in this prospectus supplement except for the price to the public and Issue Date and, if applicable, the initial interest payment date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such additional notes must be fungible with the outstanding Senior Notes of the applicable series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the applicable series offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

Interest

Fixed Reset Rate Notes

The Fixed Reset Rate Notes will bear interest from (and including) the Issue Date to (but excluding) May 23, 2030 (the “Fixed Reset Rate Notes Interest Reset Date”), at a rate of 5.115% per annum, and from (and including) the Fixed Reset Rate Notes Interest Reset Date to (but excluding) maturity (the “Fixed Reset Rate Notes Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent on the Fixed Reset Rate Notes Reset Determination Date (as defined herein), plus 1.050%. Interest on the Fixed Reset Rate Notes will be paid semi-annually in arrear on May 23 and November 23 of each year (each, a “Fixed Reset Rate Notes Interest Payment Date”), beginning on November 23, 2025, to (and including) maturity. The regular record dates for the Fixed Reset Rate Notes will be the 15^th^ calendar day immediately preceding each Fixed Reset Rate Notes Interest Payment Date, whether or not a business day.

The “Fixed Reset Rate Notes Reset Determination Date” will be the second business day immediately preceding the Fixed Reset Rate Notes Interest Reset Date.

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

All percentages resulting from any calculation of any interest rate on the Fixed Reset Rate Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

If any scheduled Fixed Reset Rate Notes Interest Payment Date is not a business day, we will pay interest on the next day that is a business day, but interest on such payment will not accrue during the period from and after such scheduled Fixed Reset Rate Notes Interest Payment Date.

If the scheduled maturity date or date of redemption or repurchase (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment of the Fixed Reset Rate Notes is not a business day, we may pay interest and principal, or make the payment then due, on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption, repurchase or repayment.

Determination of the U.S. Treasury Rate

The U.S. Treasury Rate shall be determined by the Calculation Agent.

“U.S. Treasury Rate” means, with respect to the Fixed Reset Rate Notes Interest Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for one-year maturities, for the five business days immediately prior to the Fixed Reset Rate Notes Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time) on the Fixed Reset Rate Notes Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of one year; or (2) if such release (or any successor release) is not published during the week immediately prior to the Fixed Reset Rate Notes Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed

as a percentage of its principal amount) equal to the Comparable Treasury Price for the Fixed Reset Rate Notes Interest Reset Date.

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to us equal to the yield on U.S. Treasury securities having a maturity of one year as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of one year) at 5:00 p.m. (New York City time) on the Fixed Reset Rate Notes Reset Determination Date on which such rate was set forth in such release (or any successor release).

“Comparable Treasury Issue” means, with respect to the Fixed Reset Rate Notes Reset Period, the U.S. Treasury security or securities selected by us with a maturity date on or about the last day of the Fixed Reset Rate Notes Reset Period and that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.

“Comparable Treasury Price” means, with respect to the Fixed Reset Rate Notes Interest Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Fixed Reset Rate Notes Interest Reset Date (calculated on the Fixed Reset Rate Notes Reset Determination Date preceding the Fixed Reset Rate Notes Interest Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.

“Reference Treasury Dealer” means each of up to five banks selected by us (following, where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Fixed Reset Rate Notes Interest Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Fixed Reset Rate Notes Reset Determination Date.

Floating Rate Notes

In respect of the Floating Rate Notes, from (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the Benchmark (initially, Compounded Daily SOFR) plus 1.100% per annum (the “Floating Rate Notes Margin”), accruing from (and including) the Issue Date to (but excluding) maturity. The interest rate applicable to the Floating Rate Notes will be reset quarterly on February 23, May 23, August 23 and November 23 of each year, beginning on August 23, 2025 (each, a “Floating Rate Notes Interest Reset Date”). The regular record dates for the Floating Rate Notes will be the 15^th^ calendar day immediately preceding each Floating Rate Notes Interest Payment Date, whether or not a business day.

Interest on the Floating Rate Notes will be payable quarterly in arrear on February 23, May 23, August 23 and November 23 of each year, beginning on August 23, 2025 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with each Fixed Reset Rate Notes Interest Payment Date, each an “Interest Payment Date”).

Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date; provided that the first

floating rate interest period of the Floating Rate Notes will begin on the Issue Date and will end on (but exclude) the first Floating Rate Notes Interest Payment Date (each a “Floating Rate Interest Period”).

If any scheduled Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date (other than the maturity date) is not a business day, such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Notes Interest Payment Date (other than the maturity date) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Notes Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Notes Interest Payment Date.

If the scheduled maturity date or date of redemption or repurchase (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event”, “—Optional Redemption” and “—Repurchases” below) or repayment for the Floating Rate Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption, repurchase or repayment.

All percentages resulting from any calculation of any interest rate on the Floating Rate Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law. In addition, when calculating Compounded Daily SOFR for any Floating Rate Interest Period, if SOFR for a particular day during that Floating Rate Interest Period is negative, then the amount of interest attributable to that day may be less than zero; provided that in no event will the amount of interest payable on the Floating Rate Notes for any interest period be less than zero.

Calculation of the Benchmark

The “Benchmark” means, initially, Compounded Daily SOFR; provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Compounded Daily SOFR” means, in relation to a Floating Rate Interest Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the Calculation Agent on the related Floating Rate Notes Interest Determination Date as follows:

Where:

“d” means, in relation to any Observation Period, the number of calendar days in such Observation Period;

“d0” means, in relation to any Observation Period, the number of USGS Business Days in such Observation Period;

“i” means, in relation to any Observation Period, a series of whole numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in such Observation Period;

“ni” means, in relation to any USGS Business Day “i” in the relevant Observation Period, the number of calendar days from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day;

“Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which is five USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is five USGS Business Days prior to the Floating Rate Notes Interest Payment Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the date which is five USGS Business Days prior to the Issue Date;

“SOFR” means, in relation to any day, the rate determined by the Calculation Agent in accordance with the following provisions:

(1) the daily Secured Overnight Financing Rate for trades made on such day available at or around the Reference Time on the NY Federal Reserve’s Website; or

(2) if the rate specified in (1) above is not available at or around the Reference Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY Federal Reserve’s Website;

“SOFRi” means, in relation to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and

“USGS Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Notwithstanding clauses (1) and (2) of the definition of “SOFR” above, if we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) determine on or prior to the relevant Floating Rate Notes Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth below will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes.

In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each Floating Rate Interest Period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus the applicable Floating Rate Notes Margin.

Certain Definitions

“designee” means an affiliate or any other agent of, and selected by, NatWest Group plc.

“Floating Rate Notes Interest Determination Date” means the date that is two USGS Business Days before each applicable Floating Rate Notes Interest Reset Date.

“NY Federal Reserve’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org (or any successor website).

“Reference Time” means (1) if the Benchmark is Compounded Daily SOFR, for each USGS Business Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if the Benchmark is not Compounded Daily SOFR, the time determined by us (in consultation, to the extent practicable, with the Calculation

Agent) or our designee (in consultation with us) in accordance with the Benchmark Replacement Conforming Changes.

Benchmark Transition Provisions

If we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) determine that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) as of the Benchmark Replacement Date:

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and

(3) the sum of: (a) the alternate rate of interest that has been selected by us (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar- denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark.

“Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York (“NY Federal Reserve”), or a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto.

Benchmark Replacement Adjustment

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero) that has been (i) selected or recommended by the Relevant Governmental Body or (ii) determined by us (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) giving due consideration to industry-accepted spread adjustments (if any), or method for calculating or determining such

spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Benchmark Replacement Conforming Changes

In connection with the implementation of a Benchmark Replacement, we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) will have the right to make changes to (1) any Floating Rate Notes Interest Determination Date, Floating Rate Notes Interest Payment Date, Reference Time, business day convention or Floating Rate Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Floating Rate Notes and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Floating Rate Notes, in each case that we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) determine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with us) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming Changes will apply to the Floating Rate Notes for all future Floating Rate Interest Periods.

Benchmark Transition Event

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

Benchmark Replacement Date

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

ISDA Fallback Rate

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (“ISDA”) or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

Notice of Benchmark Replacement

We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, the Calculation Agent and the noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.

Agreement with Respect to the Benchmark Replacement

By its acquisition of the Floating Rate Notes, each noteholder (which, for these purposes, includes each beneficial owner) (i) will acknowledge, accept, consent and agree to be bound by our or our designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder, (ii) will waive any and all claims, in law and/or in equity, against the trustee, the principal paying agent and the Calculation Agent or our designee for, agree not to initiate a suit against the trustee, the principal paying agent and the Calculation Agent or our designee in respect of, and agree that none of the trustee, the principal paying agent or the Calculation Agent or our designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the trustee, the principal paying agent or the Calculation Agent or our designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by us to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes.

Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in our determination, the same could reasonably be expected to prejudice the qualification of the Floating Rate Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.

Decisions and Determinations

All determinations, decisions, elections and any calculations made by us, the Calculation Agent or our designee (as applicable) for the purposes of calculating the applicable interest on the Senior Notes will be conclusive and binding on the noteholders, us and the Trustee, absent manifest error. If made by us, such determinations, decisions, elections and calculations will be made in consultation with the Calculation Agent, to the extent practicable. If made by our designee, such determinations, decisions, elections and calculations will be made after consulting with us, and our designees will not make any such determination, decision, election or calculation to which we object. Notwithstanding anything to the contrary in the Indenture or the Senior Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the noteholders or any other party.

With respect to the Floating Rate Notes, any determination, decision or election relating to the Benchmark not made by the Calculation Agent will be made on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, we may designate an entity (which may be our affiliate) to make any determination, decision or election that we have the right to make in connection with the determination of the Benchmark.

Tax Redemption

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of a series, in whole but not in part, (i) in respect of the Fixed Reset Rate Notes, at any time and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes of a series and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

In the event of such a redemption, the redemption price of the Senior Notes of a series will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes of a series, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the redemption date.

Loss Absorption Disqualification Event Redemption

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of a series at our sole discretion, in whole but not in part, (i) in respect of the Fixed Reset Rate Notes, at any time and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of NatWest Group plc stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

For these purposes:

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

(i)	at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the series of Senior Notes affected, the Senior Notes of such series are or, in our opinion or

in the opinion of the PRA are likely to be fully or partially excluded from our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

(ii)

as a result of any amendment to, or change in, or replacement of, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the series of Senior Notes affected, the Senior Notes of such series are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the relevant series of Senior Notes is due to the remaining maturity of the relevant series of Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the relevant series of Senior Notes.

“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

“PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to the prudential regulation of our business.

“Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

Optional Redemption

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of a series at our sole discretion, in whole but not in part, (i) in respect of the Fixed Reset Rate Notes, on May 23, 2030 (the “Fixed Reset Rate Notes Optional Redemption Date”) and (ii) in respect of the Floating Rate Notes, on May 23, 2028 (the “Floating Rate Notes Optional Redemption Date” and, together with the Fixed Reset Rate Notes Optional Redemption Date, each an “Optional Redemption Date”), in each case at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

The Senior Notes will not be redeemable at the option of the holders at any time.

Notice of Redemption

If we elect to redeem the Senior Notes of a series at our option on the Optional Redemption Date for such series or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of such series not less than fifteen (15) calendar days or more than thirty (30) calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a

shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

Any redemption notice will state:

·	the redemption date;
·	the redemption price;
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·	that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;
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·	the place or places at which each holder may obtain payment of the redemption price; and
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·	the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such series of Senior Notes.
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If we have elected to redeem the Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power in respect of the relevant series of Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

Conditions to Redemption and Repurchase

Notwithstanding any other provision, we may only redeem the Senior Notes of a series prior to the relevant maturity date or repurchase the Senior Notes of a series (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

Agreement with Respect to the Exercise of UK Bail-in Power

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior 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 Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of NatWest Group plc or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior 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 Senior 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 Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior 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.

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.

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom applicable to us and the Group.

If we have elected to redeem the Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

The exercise of any UK bail-in power by the relevant UK authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

(i)	acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii)	to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes;
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(iii)	agrees that, upon the exercise of any UK bail-in power by the relevant UK authority with respect to the Senior Notes,
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a.	the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and
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b.	the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.
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(iv)	shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.
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For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

Upon the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

Events of Default and Defaults; Limitation of Remedies

Events of Default

An “Event of Default” with respect to the Senior Notes of a series shall only result if:

·	a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or
·	an effective shareholders’ resolution is validly adopted for our winding up, in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
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There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes of a series occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of such series may declare the principal amount of, and any accrued but unpaid interest on such series of Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of such series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

Default

A “Default” with respect to the Senior Notes of a series shall result if:

·	any installment of interest in respect of the Senior Notes of such series is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or
·	all or any part of the principal amount of the Senior Notes of such series is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.
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If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes of any series to be due and payable.

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes of a series shall not be a Default if it is withheld or refused, upon independent counsel’s advice addressed to us and delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon such independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment

shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes of any series prior to any date on which the principal of, or any interest on, the Senior Notes of any series would have otherwise been payable.

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the ranking provisions set forth in the Indenture.

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

Payment of Additional Amounts

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on or in respect of any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Noteholder’s Waiver of Right to Set-Off

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and

until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

Trustee; Direction of Trustee

Our obligations to indemnify the Trustee in accordance with Section 6.07 (Compensation and Reimbursement) of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes.

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Fifteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

Notices

All notices regarding a series of Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

Subsequent Holders’ Agreement

including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

Governing Law

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Indenture specifies, the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Senior Notes will be governed by and construed in accordance with the laws of Scotland.

Listing

We intend to apply for the listing of each series of Senior Notes on the New York Stock Exchange in accordance with its rules.

**L.**4.800% Senior Notes due 2026

Base Prospectus:

Please refer to pages 63-77 of Exhibit 2.5 of the 2019 Annual Report, available at https://www.sec.gov/Archives/edgar/data/844150/000110465920026118/a19-22922_1ex2d5.htm.

Prospectus Supplement :

DESCRIPTION OF THE SENIOR NOTES

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

Senior Notes

The Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on April 5, 2026. From and including the date of issuance, interest will accrue on the Senior Notes at a rate of 4.800% per annum.

Interest will accrue from April 5, 2016. Interest will be payable semi-annually in arrear on April 5 and October 5 of each year, commencing on October 5, 2016. The regular record dates for the Senior Notes will be March 21 and September 21 of each year immediately preceding the interest payment dates on April 5 and October 5, respectively.

If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption” below) or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.

General

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

The Senior Notes will constitute a separate series of senior debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on April 5, 2016. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

We may, without the consent of the holders of the Senior Notes of the applicable series, issue additional notes of such series having the same ranking and same interest rate, maturity date, redemption terms and other terms as the applicable series of Senior Notes described in this prospectus supplement except for the price to the public and issue date of such series of Senior Notes, provided however that if such additional notes of the relevant series of Senior Notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes of such series, such additional notes must be fungible with the outstanding Senior Notes of the applicable series for U.S. federal income tax purposes. Any such additional notes of the applicable series, together with the Senior Notes of such series offered by this prospectus supplement, may constitute a single series of with such Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

Tax Redemption

We may redeem the Senior Notes in whole but not in part upon not less than five business days or more than sixty calendar days’ notice to the holders of Senior Notes in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest and additional amounts to the date of redemption.

If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

Agreement with Respect to the Exercise of UK Bail-in Power

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior 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 Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior 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 resolution 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 RBSG or other members of the Group (as defined herein), 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 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 resolution authority” is to any authority with the ability to exercise a UK bail-in power.

According to the principles of the Banking Act and the BRRD, we expect that the relevant UK resolution authority would respect creditor hierarchies when exercising its UK bail-in power in respect of the Senior Notes and that the noteholders would be treated pari passu with the claims of holders of all our senior unsecured instruments which in each case by law rank, or by their terms are expressed to rank, pari passu with the Senior Notes at that time being subjected to the exercise of the UK bail-in power.

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or event of default under the terms of the Senior Notes or the Indenture.

In addition, by its acquisition of the Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

(i)	acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii)	to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;
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(iii)	agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,
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a.	the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorizes holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and
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b.	the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.
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(iv)	shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.
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For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors - Risks relating to the Senior Notes”.

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

Payment of Additional Amounts

deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

In addition to the exceptions to our grossup obligations set forth in the accompanying prospectus, we will not pay additional amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

Waiver of Right to Set-Off

By accepting a Senior Note, each holder (including each beneficial holder) will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up.

Discharge

We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies—Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

However, even if we take these actions, a number of our obligations under the Indenture will remain.

Trustee; Direction of Trustee

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture (as amended by the Second Supplemental Indenture) shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

By its acquisition of the Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Base Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Second Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

Subsequent Holders’ Agreement

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

Governing Law

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

Listing

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules. 55

Exhibit 4.11

03 11 2025
	NatWest Group plc
Strictly Private and Confidential	Head Office
	Gogarburn
Joshua Critchley	175 Glasgow Road
	Edinburgh
	EH12 1HQ

Dear Josh,

Non-executive director appointment letter

This letter (together with any further documents referred to below) sets out the terms of your appointment as a non-executive director of the following companies with effect from 03 11 2025:

(i)	NatWest Group plc (company number SC045551) (“NWG”);
(ii)	NatWest Holdings Limited (company number 10142224) (“NWH”);
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(iii)	National Westminster Bank Plc (company number 00929027) (“NWB”); and
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(iv)	The Royal Bank of Scotland plc (company number SC083026) (“RBS”) (together the “Companies”).
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The term of your appointment will commence on the aforementioned effective date and extend to the conclusion of NWG’s next Annual General Meeting and thereafter will be subject to re-election as described in section 1 below. It is agreed that this is a contract for services and not a contract of employment.

1.	Appointment

Your appointment is subject to the articles of association of the Companies.

You will be required to stand for re-election by shareholders at each Annual General Meeting of each of the Companies (as applicable). Continuation of your appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a director.

Your appointment is also subject to the Board Appointment Policy, which states that non-executive directors are appointed for an initial term of 3 years, subject to annual re-election by shareholders. At the end of their initial term, non-executive directors are subject to a formal assessment by the NatWest Group Nominations & Governance Committee. Such assessment will include detailed discussion on performance, time commitment and experience.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

After such formal assessment, non-executive directors may then serve a second three-year term, provided they are happy to do so and if their performance has been satisfactory. A second formal review will then take place at the end of the second three-year term and a non-executive director may then be invited to serve beyond six years, up to an overall maximum tenure of nine years.

Under the UK Corporate Governance Code in force at the date of this letter, a directors’ tenure is calculated with reference to the date of first appointment. Accordingly, 03 11 2025 will be treated as your date of appointment for the purposes of the Board Appointment Policy.

2.	Termination

Your appointment may be terminated by either you or any of the Companies giving written notice to the other, such notice to take immediate effect.

In the event that your re-election is not approved by shareholders, your appointment as director of all of the Companies will terminate automatically with immediate effect.

On termination of your appointment, you shall at the request of the Companies, resign as a director of each of the Companies.

Subject to any legal or regulatory requirements, on the termination of your appointment, you will complete a full and orderly handover of your duties and responsibilities, as required by the Boards. Such handover will comply (as a minimum), and to the extent applicable to you, with the Companies’ Handover Policy and your regulatory obligations. Where possible in the circumstances, such handover must be made prior to the termination of your appointment; in all other circumstances it must be made immediately thereafter.

No compensation or payment in lieu of notice will be payable upon termination of your appointment.

3.	Time Commitment

You will devote such time as is necessary to fulfil your duties which include preparation for and attendance at the Board meetings of the Companies and committee meetings (as applicable), Annual General Meetings (as applicable) and any other General Meetings of the Companies and the annual Board strategy offsite. In your capacity as a director of the Companies, you may be required to attend or represent NatWest Group at meetings with regulators or other third parties.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the requirements of your role.

4.	Role

Your principal responsibilities and duties are set out in your role profile, as amended from time to time. A copy of your role profile as at 03 11 2025 is attached.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

Non-executive directors have the same legal responsibilities to the Companies as any other director and you should have particular regard to the duties set out in the Companies Act 2006 (the “2006 Act”). This includes the general duties of directors as set out in Part 10, Chapter 2 of the 2006 Act, including the duty to promote the success of the company:

“A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a)the likely consequences of any decision in the long term,

b)the interests of the company's employees,

c)the need to foster the company's business relationships with suppliers, customers and others,

d)the impact of the company's operations on the community and the environment,

e)the desirability of the company maintaining a reputation for high standards of business conduct, and

f)the need to act fairly as between members of the company.”

You will be required to exercise relevant powers in accordance with the Companies’ articles of association and in accordance with NatWest Group policies, procedures and control frameworks (copies of which have been provided to you).

5.	Regulatory Requirements

Under the Senior Managers’ Regime which was introduced to strengthen individual accountability in banking, certain non-executive director roles are classified as Senior Manager Functions and require prior regulatory approval. Other non-executive director positions must be notified to the regulator but do not require prior approval. Your role profile, as amended from time to time, will either (i) contain details of your Senior Manager Functions; or (ii) reflect your status as a Notified Non-Executive Director.

It is a condition of your appointment that you comply with all applicable regulatory requirements (including rules, guidance, and recommendations) and, including but not limited to complying with the PRA and FCA Individual and Senior Manager Conduct Rules and any NatWest Group policies, procedures and internal frameworks, as they apply from time to time. Further details are set out in the Non-executive Director Handbook and are available on request from the Chief Governance Officer and Company Secretary.

It is also a condition of your appointment that you remain fit and proper to perform the role of a non-executive director and any applicable Senior Manager Functions in line with the PRA and FCA's regulatory requirements and that you report any matter that may impact your ongoing fitness and propriety promptly to the Companies and the FCA and PRA.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

6.	Remuneration

All remuneration and benefits arrangements are made in accordance with the terms of the disclosed Directors’ Remuneration Policy.

As a non-executive director you will be paid a fee agreed by the Group Chair, Group Chief Executive and Group Chief Financial Officer. The fee covers membership of all four Boards (the “Boards”), plus the relevant fee(s) for any additional Committee membership(s) and/or any chair role(s) you may assume. A portion of your fees will be used to purchase shares under the NatWest Group Chair and non-executive directors’ shareholding policy, details of which have been shared with you. Your remuneration will be paid through PAYE after deduction of any taxes and other amounts that are required by law, and will be reviewed annually and is disclosed in NWG’s Annual Report and Accounts.

You will be paid monthly and will be reimbursed for all reasonable and properly documented expenses you incur in performing your duties.

7.	Outside Interests

It is accepted and acknowledged that you may have business interests other than those of the Companies. By signing this letter, you confirm that, in accordance with your duty to avoid conflicts of interests, you have disclosed all interests and, where applicable, declared any actual or potential conflicts of interest that are apparent at the date of this letter. You confirm that you are not aware of any circumstances arising out of your dealings with any other person or company of any matter which might reasonably be expected to lead to a reputational risk for the Companies or NatWest Group given your role as a non-executive director.

The agreement of the Boards must be sought before you accept any additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Companies. In particular, you must notify the Chief Governance Officer and Company Secretary as early as possible if you are contemplating any additional appointments.

Please note that there are regulatory limits imposed on the number of directorships you are able to hold. As at the date of this letter, those limits are a total of either (1) one executive and two non-executive positions; or (2) four non-executive director positions, in both cases including your roles with the Companies. Directorships in organisations which do not pursue predominantly commercial objectives do not count; and executive or non-executive directorships within the same group of companies count as a single directorship. The regulator may, at its discretion, grant a waiver to enable one additional non-executive position to be held. The Chief Governance Officer and Company Secretary monitors compliance with these regulatory limits and any changes to the rules and will be happy to discuss your own situation with you.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

In the event that you become aware of any actual or potential conflicts of interest (including any relevant interests in transactions) or circumstances which could give rise to reputational risk for the Companies or NatWest Group, these should be disclosed to the Chief Governance Officer and Company Secretary as soon as they are apparent to you. This is to enable such conflicts to be authorised or noted, as applicable, by the Boards in accordance with the 2006 Act.

Further details are set out in the Directors’ Conflicts of Interest Policy, a copy of which is attached to this letter.

8.	Confidentiality and return of and access to information

You acknowledge that all information acquired during your appointment is confidential to the Companies and should not be released, disclosed or communicated, either during your appointment or following termination of your appointment to third parties without prior written clearance from the Boards.

You acknowledge the need to hold and retain the Companies’ information (and that of any NatWest Group companies) (in whatever format it is received) under appropriately secure conditions.

As a director of the Companies, you will frequently be in possession of price sensitive information and you should avoid making any statements that might risk disclosure of unpublished price sensitive information.

Upon termination of your appointment (for whatever reason), you shall immediately deliver to the Companies all documents, records, papers together with any mobile phones, smart phones, tablets, laptops and any other property which may be in your possession or under your control, and which relate in any way to the business affairs of the Companies or NatWest Group, and you shall not retain any copies thereof. You agree to provide to the Companies on request any passwords and encryption codes in respect of any such property.

Subject to any legal or regulatory requirements, upon termination of your appointment (for whatever reason), you shall immediately and irretrievably delete all confidential information of the Companies and any NatWest Group companies from any form of memory or storage mechanism, including but not limited to computer disks, tapes, mobile phones, smart phones, tablets, laptops or any other equipment in your possession or under your control, having first transferred or returned such confidential information to the Companies.

Please contact the Chief Governance Officer and Company Secretary if you subsequently require access to information. The Companies will seek to accommodate all reasonable requests for information, subject to any legal or regulatory obligations or restrictions that may prohibit them from doing so.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

Nothing in this section shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act and you have complied with the Companies’ policy from time to time in force regarding such disclosures.

9.	Intellectual Property

You hereby irrevocably waive any moral rights in all works prepared by you, in the provision of your services to the Companies, to which you are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such works or other materials, infringes your moral rights.

10.	Review Process

Your performance as a non-executive director will be subject to an annual Fitness and Propriety assessment and review annually as part of the Board performance review exercise, which reviews the performance of individual directors, each Board as a whole and its Committees. If, in the interim, there are any matters that cause you concern about your role, you should discuss them with the Chair as soon as is appropriate.

11.	Insurance

Subject to legislative provisions, you will be entitled to be indemnified out of the assets of NWG against all costs and liabilities incurred by you in the execution of your duties.

In addition, NWG has in place directors’ and officers’ liability insurance. It is intended to maintain such cover for the full term of your appointment.

12.	Independent Professional Advice

Should a situation arise when you consider that you need to take independent professional advice in relation to your duties as a director, you should first discuss the situation with the Chief Governance Officer and Company Secretary. The reasonable costs of any independent advice obtained will be reimbursed by the Companies.

13.	Dealing in Securities / Investments

As a director of the Companies, you are subject to the Personal Account Dealing chapter of the NatWest Group Market Abuse & Inside Information Policy (“PAD Policy”) and you cannot deal in NWG securities outside of certain scheduled ‘Open Windows’ (which are periods which coincide with the announcement of NWG results) or at any time while you are in possession of ‘inside information’. NWG securities are broadly defined to include shares or debt instruments of an issuing entity, or derivatives or other financial instruments linked to any such shares or debts.

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

You and your ‘connected persons’ are also required to obtain permission before dealing on your ‘own account’ in NWG securities. A copy of the PAD Policy is available in the Non-executive Director Handbook, along with further details of your obligations and the associated disclosure requirements.

14.	Data Protection

The Companies will collect, hold and process various types of personal information about you in accordance with the Privacy Notice for non-executive directors, a copy of which is attached to this letter.

You shall at all times comply with the NatWest Group Privacy and Client Confidentiality policy, a copy of which is available in the Non-executive Director Handbook. The Companies may change their policies at any time and will publish any changes in the Non-executive Director Handbook.

15.	Governing Law

Your engagement with the Companies is governed by and shall be construed in accordance with the law of Scotland and your engagement shall be subject to the jurisdiction of the Scottish courts.

Please do not hesitate to contact me if you have any questions in relation to this letter. This letter has been sent to you in duplicate. Please sign and date both copies, retaining one copy for your records and returning the other to me at the above address.

Yours sincerely

/s/ Gary Moore
Gary Moore
Chief Governance Officer and Company Secretary For and on behalf of the Companies

/s/ Joshua Critchley
Joshua Critchley

Date: 21/10/2025

Enclosures :
Non-executive director role profile Directors’ Conflicts of Interest Policy Privacy Notice

NatWest Group plc. Registered in Scotland No. 45551. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

Exhibit 8.1

The principal subsidiaries of NatWest Group plc are:

	Nature of business	Country of incorporation and principal area of operation	Group interest
National Westminster Bank Plc (1,3)	Banking	Great Britain	100%
The Royal Bank of Scotland plc (3)	Banking	Great Britain	100%
Coutts & Company (2,3)	Banking	Great Britain	100%
NatWest Markets Plc	Banking	Great Britain	100%
NatWest Markets N.V. (4)	Banking	Netherlands	100%
The Royal Bank of Scotland International Limited (5)	Financial Institution	Jersey	100%

(1)	The parent company does not hold any of the preference shares in issue.
(2)	Coutts & Company is incorporated with unlimited liability.
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(3)	Owned via NatWest Holdings Limited.
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(4)	Owned via NatWest Markets Plc.
---	---
(5)	Owned via The Royal Bank of Scotland International (Holdings) Limited.
---	---

The above information is provided only in relation to subsidiary companies which would be deemed to be a “significant subsidiary” in accordance with rule 1-02(w) of Regulation S-X as at 31 December 2025.

Exhibit 12.1

302 CERTIFICATION

I, Paul Thwaite, certify that:

1.	I have reviewed this annual report on Form 20-F of NatWest Group plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---


February 17, 2026

/s/ Paul Thwaite

Paul Thwaite
Group Chief Executive Officer

Exhibit 12.2

302 CERTIFICATION

I, Katie Murray, certify that:

1.	I have reviewed this annual report on Form 20-F of NatWest Group plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---


February 17, 2026

/s/ Katie Murray

Katie Murray
Group Chief Financial Officer

Exhibit 13.1

906 CERTIFICATION

The certification set forth below is being submitted in connection with the annual report on Form 20-F for the year ended December 31, 2025 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Paul Thwaite, the Group Chief Executive Officer, and Katie Murray, the Group Chief Financial Officer, of NatWest Group plc, each certifies that, to the best of their knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NatWest Group plc.
---	---

---	---
February 17, 2026

/s/ Paul Thwaite

Name: Paul Thwaite
Group Chief Executive Officer

/s/ Katie Murray

Name: Katie Murray
Group Chief Financial Officer

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 17, 2026, with respect to the consolidated financial statements of NatWest Group plc (the ‘Group’) and the effectiveness of internal control over financial reporting of the Group included in this Annual Report (Form 20-F) of the Group for the year ended December 31, 2025.

1.	F-3 333-284008
2.	S-8 333-197023
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3.	S-8 333-179967
---	---
4.	S-8 333-174641
---	---
5.	S-8 333-171227
---	---
6.	S-8 333-160220
---	---
7.	S-8 333-130558
---	---
8.	S-8 333-153673
---	---
9.	S-8 333-120980
---	---
10.	S-8 333-115726
---	---
11.	S-8 333-85208
---	---
12.	S-8 333-278893
---	---

/s/ Ernst & Young LLP

London, United Kingdom

February 17, 2026

Exhibit 15.2

NatWest Group plc<br>Annual Report on Form 20-F<br>Exhibit 15.2<br>Succeeding<br>with customers
NatWest Group plc<br>2025 Annual Report<br>and Accounts<br>Succeeding<br>with customers<br>2025 Annual<br>Results<br>NatWest Group plc<br>A vital and trusted partner to over 20 million customers across<br>our Retail Banking, Private Banking & Wealth Management,<br>and Commercial & Institutional businesses.<br>progress<br>We’re the bank that<br>turns possibilities<br>into<br>Annual Report and Accounts<br>Disclosures related to our strategic performance,<br>governance and remuneration, and risk and capital<br>management, along with our financial statements and<br>related notes, including the independent auditor’s report.<br>Annual Results<br>Our latest company information, including our financial<br>performance for the year.<br>Our 2025 annual reporting suite<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F
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NatWest Group plc<br>2025 Annual Report<br>and Accounts<br>Succeeding<br>with customers<br>NatWest Group plc<br>2025 Climate Transition Plan Report<br>Succeeding<br>with customers<br>2025 Annual<br>Results<br>NatWest Group plc<br>A vital and trusted partner to over 20 million customers across<br>our Retail Banking, Private Banking & Wealth Management,<br>and Commercial & Institutional businesses.<br>progress<br>We’re the bank that<br>turns possibilities<br>into<br>Annual Report and Accounts<br>Disclosures related to our strategic performance,<br>governance and remuneration, and risk and capital<br>management, along with our financial statements and<br>related notes, including the independent auditor’s report.<br>Climate Transition Plan Report<br>Disclosures related to progress against our climate<br>transition plan.<br>Annual Results<br>Our latest company information, including our financial<br>performance for the year.<br>Our 2025 annual reporting suite<br>Read more and<br>download our<br>reports at<br>natwestgroup.com<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts<br>Inside this report<br>01 Strategic report<br>25 Retail Banking<br>39 Our approach to sustainability<br>48 Supporting the climate transition<br>78 Governance and remuneration<br>and Governance Committee<br>113 Governance in action<br>123 Directors’ remuneration report<br>The directors’ remuneration policy<br>and wider workforce<br>remuneration<br>Approval of Strategic report<br>By order of the Board<br>Gary Moore<br>Chief Governance Officer and<br>Company Secretary<br>12 February 2026<br>Group Chair:<br>Rick Haythornthwaite<br>Executive directors:<br>Paul Thwaite (Group CEO)<br>Katie Murray (Group CFO)<br>Non-executive directors:<br>Josh Critchley<br>Roisin Donnelly<br>Patrick Flynn<br>Geeta Gopalan<br>Yasmin Jetha<br>Stuart Lewis<br>Gill Whitehead<br>Lena Wilson<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F<br>1<br>04 2025 financial highlights<br>06 Group Chair’s statement<br>08 Group Chief Executive’s review<br>12 Our business model<br>15 Delivering our strategy<br>16 Our investment case<br>18 Key performance indicators<br>20 Progress against our 2025<br>strategic priorities<br>22 Market environment<br>25 Business performance review<br>28 Private Banking &<br>Wealth Management<br>31 Commercial & Institutional<br>33 Our stakeholders<br>36 Section 172(1) statement<br>39 Sustainability review<br>41 Supporting customers and<br>communities through our<br>banking products<br>43 Innovation in our products<br>and services<br>57 Safeguarding information and<br>tackling financial crime<br>59 Skilled, engaged and<br>inclusive workforce<br>64 Driving a culture of integrity and<br>responsible risk management<br>67 Additional sustainability information<br>76 Risk overview<br>78 Corporate governance report<br>79 Our Board<br>82 Board composition<br>83 Executive management team<br>84 Chair’s introduction<br>85 Governance at a glance<br>105 Report of the Group Nominations<br>107 Report of the Group<br>Audit Committee<br>114 Report of the Group Board<br>Risk Committee<br>120 Report of the Group Technology,<br>Innovation and Simplification<br>Committee<br>127 Remuneration at a glance<br>129<br>134 Annual remuneration report<br>152 Compliance report<br>155 Report of the directors<br>159 Statement of directors’ responsibilities<br>The Strategic report for the year ended<br>31 December 2025 set out on pages 2<br>to 7<br>7 was approved by the Board of<br>directors on 12 February 2026.
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Succeeding<br>At the heart of NatWest Group is a clear ambition<br>– succeeding with customers. It’s what drives<br>us to build enduring relationships with the<br>businesses and communities we serve across<br>every region of the UK, helping them to grow,<br>adapt and succeed in a changing world.<br>Our strategy helps turn possibilities into progress.<br>From supporting customers in managing their<br>money and planning for the future, to starting<br>and building their businesses, we’re focused on<br>growing as they grow – succeeding by meeting<br>more of their needs and helping to deliver growth<br>across the wider UK economy.<br>with customers<br>across the UK<br>Hear from our customers<br>about how NatWest<br>Group has enabled<br>them to succeed.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 22
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Succeeding<br>At the heart of NatWest Group is a clear ambition<br>– succeeding with customers. It’s what drives<br>us to build enduring relationships with the<br>businesses and communities we serve across<br>every region of the UK, helping them to grow,<br>adapt and succeed in a changing world.<br>Our strategy helps turn possibilities into progress.<br>From supporting customers in managing their<br>money and planning for the future, to starting<br>and building their businesses, we’re focused on<br>growing as they grow – succeeding by meeting<br>more of their needs and helping to deliver growth<br>across the wider UK economy.<br>with customers<br>across the UK<br>Hear from our customers<br>about how NatWest<br>Group has enabled<br>them to succeed.<br>investors.natwestgroup.com/<br>annual-report<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 2<br>Colchester<br>London<br>Lake District<br>Dumfriesshire<br>Manchester<br>Birmingham<br>Leeds<br>Orkney Islands p45<br>Connecting island communities<br>through flying banking<br>p21<br>Backing local<br>businesses<br>to thrive<br>p5<br>Financing<br>infrastructure<br>that drives<br>regional growth<br>p27<br>Building<br>trusted<br>customer<br>relationships<br>p30<br>Powering growth<br>in the UK’s EV<br>infrastructure<br>p24<br>Building<br>financial<br>confidence<br>p14<br>Enabling the growth<br>of a sustainable<br>farming business<br>p73<br>Opening up new<br>export markets<br>p38<br>Supporting<br>start-ups<br>to scale<br>p11<br>Championing<br>manufacturing<br>growth<br>Pontardawe<br>Cookstown<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 33
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2025: another year of strong financial performance<br>(1) Litigation and conduct costs of £167 million (2024 – £295 million).<br>2025 financial highlights<br>Delivering<br>attractive<br>returns<br>Link to remuneration Key performance indicators<br>Return on Tangible Equity<br>19.2%<br>2024: 17.5%<br>Dividend per ordinary share<br>32.5p<br>2024: 21.5p<br>Total capital returned to<br>shareholders(5)<br>£4.1bn<br>2024: £4.0bn<br>Buybacks<br>£1.5bn<br>2024: £2.2bn<br>Income<br>£16,641m<br>2024: £14,703m<br>Operating expenses<br>£8,262m<br>2024: £8,149m<br>Capital generation pre-distributions<br>252bps<br>2024: 243bps<br>Profit before tax<br>£7,708m<br>2024: £6,195m<br>Operating expenses<br>(excl. litigation and conduct)(1)<br>£8,095m<br>2024: £7,854m<br>Common Equity Tier 1<br>(CET1) ratio<br>14.0%<br>2024: 13.6%<br>Loans and advances<br>to customers<br>£418.9bn<br>2024: £400.3bn<br>Retail Banking customers<br>banking entirely digital(2)<br>81.8%<br>2024: 78.7%<br>Risk-weighted assets (RWA)<br>management actions(4)<br>£10.9bn<br>2024: £6.8bn<br>Customer deposits<br>£443.0bn<br>2024: £433.5bn<br>Commercial & Institutional customers<br>banking digital first(3)<br>84.5%<br>2024: 82.9%<br>Average Liquidity Coverage Ratio<br>(LCR)<br>147%<br>2024:151%<br>Highlights against our strategic priorities<br>Disciplined<br>growth<br>Bank-wide<br>simplification<br>Active balance sheet<br>and risk management<br>+13%<br>+24%<br>+5%<br>+2%<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 44<br>(4) RWA management savings are achieved through multiple levers including significant risk transfers, credit risk insurance, asset sales and balance sheet optimisation.<br>(5) Distributions paid and proposed. For full details of our distributions over the last three years refer to page 17.<br>(2) Retail Banking customers with active current accounts that have accessed a digital platform (online or mobile) and not used the branch or telephony in a rolling 90 days in the reporting period. Inactive customers and customers with no channel usage, mortgages and savings<br>accounts, and interactions via the Post Office are excluded from the scope of measurement.<br>(3) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s that access their account 95% or higher through digital channels for three rolling months in the reporting period ending 31 December 2025.<br>Read more in our Financial review on pages 8 to 26 of the Annual Report on Form 20-F
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2025: another year of strong financial performance<br>(1) Litigation and conduct costs of £167 million (2024 – £295 million).<br>(2) Retail Banking customers with active current accounts that have accessed a digital platform (online or mobile) and not used the branch or telephony in a rolling 90 days in the reporting period. Inactive customers and customers with no channel usage, mortgages and savings<br>accounts, and interactions via the Post Office are excluded from the scope of measurement. Read more on the scope of measurement in 2025 Sustainability Basis of Reporting.<br>(3) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s that access their account 95% or higher through digital channels for three rolling months in the reporting period ending 31 December 2025. Read more on the scope of measurement in<br>our 2025 Sustainability Basis of Reporting.<br>(4) RWA management savings are achieved through multiple levers including significant risk transfers, credit risk insurance, asset sales and balance sheet optimisation.<br>(5) Distributions paid and proposed. For full details of our distributions over the last three years refer to page 17.<br>(LA)Metric subject to independent Limited Assurance by EY. Refer to page 71.<br>Read more in our Financial review on pages 83 to 94.<br>2025 financial highlights<br>Delivering<br>attractive<br>returns<br>Link to remuneration Key performance indicators<br>Return on Tangible Equity<br>19.2%<br>2024: 17.5%<br>Dividend per ordinary share<br>32.5p<br>2024: 21.5p<br>Total capital returned to<br>shareholders(5)<br>£4.1bn<br>2024: £4.0bn<br>Buybacks<br>£1.5bn<br>2024: £2.2bn<br>Income<br>£16,641m<br>2024: £14,703m<br>Operating expenses<br>£8,262m<br>2024: £8,149m<br>Capital generation pre-distributions<br>252bps<br>2024: 243bps<br>Profit before tax<br>£7,708m<br>2024: £6,195m<br>Operating expenses<br>(excl. litigation and conduct)(1)<br>£8,095m<br>2024: £7,854m<br>Common Equity Tier 1<br>(CET1) ratio<br>14.0%<br>2024: 13.6%<br>Loans and advances<br>to customers<br>£418.9bn<br>2024: £400.3bn<br>Retail Banking customers<br>banking entirely digital(2)<br>81.8%(LA)<br>2024: 78.7%<br>Risk-weighted assets (RWA)<br>management actions(4)<br>£10.9bn<br>2024: £6.8bn<br>Customer deposits<br>£443.0bn<br>2024: £433.5bn<br>Commercial & Institutional customers<br>banking digital first(3)<br>84.5%(LA)<br>2024: 82.9%<br>Average Liquidity Coverage Ratio<br>(LCR)<br>147%<br>2024:151%<br>Highlights against our strategic priorities<br>Disciplined<br>growth<br>Bank-wide<br>simplification<br>Active balance sheet<br>and risk management<br>+13%<br>+24%<br>+5%<br>+2%<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 4<br>Advice on procuring<br>a £160 million<br>debt package.<br>Providing bespoke<br>financial solutions<br>and expertise.<br>Supporting<br>critical UK<br>infrastructure<br>projects.<br>Case study – supporting balanced UK growth<br>Alex Tong (left) and David Basra, NatWest Group Head of Structured Financing (right)<br>‘It really feels as though<br>NatWest is an extension of<br>our team. The support that<br>NatWest has provided to the<br>airport will help expand the<br>terminal, create new jobs, drive<br>regional growth, and enhance<br>the passenger experience.’<br>Alex Tong, Chief Financial Officer,<br>Leeds Bradford Airport<br>infrastructure<br>that drives<br>regional growth<br>Succeeding with customers<br>Financing<br>Backing critical infrastructure projects is a Our impact<br>key way in which NatWest Group is driving<br>economic growth across the UK. During<br>2025, we advised Leeds Bradford Airport<br>(LBA) on procuring a £160 million debt<br>package to advance the airport’s ambitious<br>terminal expansion, while also supporting it<br>with a significant balance sheet commitment.<br>LBA connects over four million passengers<br>annually to more than 80 destinations.<br>By understanding the airport’s needs and<br>ambitions, we are leveraging the bank’s<br>full capabilities – including debt advisory,<br>financing, ESG and ratings advisory, hedging<br>derivatives, and operational banking – to<br>help the airport achieve its goals.<br>Leeds<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 55
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Building the conditions for growth<br>Group Chair’s statement<br>Dear shareholders,<br>2025 was a year of strong performance and<br>progress for our bank. Indeed, profits and<br>returns were both up from 2024, so too our<br>lending, deposits and the number of customers<br>we serve.<br>We consistently outperformed expectations –<br>delivering for our customers, shareholders,<br>and the wider UK.<br>These achievements reflect the dedication of<br>our colleagues and the trust placed in us by<br>those who choose to bank with us, as well<br>as by the communities we serve.<br>Invest, innovate and succeed<br>Fundamentally, I’m optimistic about the future<br>for our bank and for the UK. In the short term,<br>our economy continues to demonstrate<br>considerable resilience, with lower inflation<br>and modest growth on the horizon for 2026.<br>Yet the economic landscape remains complex:<br>uncertainty in global markets continues<br>to affect sentiment; energy prices remain<br>volatile; and some sectors are still adjusting<br>to increases in the cost of doing business.<br>Looking further ahead, the UK’s inherent<br>advantages – talent, infrastructure, and a spirit<br>of enterprise – are sources of enduring strength.<br>And banks are the connective tissue of the UK<br>economy. Our sector’s performance over the<br>past 12 months underscored the vital role we<br>play as strategic assets, driving economic<br>growth in every country and region.<br>Of course, a predictable, proportionate<br>approach to regulation and policy making<br>is essential; this is the underlying drumbeat<br>that gives businesses and consumers the<br>confidence to invest, innovate and succeed.<br>The UK Government’s growth agenda has<br>made important early progress, most notably<br>through the Leeds Reforms and a shift towards<br>a more proportionate, pro-growth regulatory<br>approach. But delivery at pace now matters,<br>and collaboration between the private sector<br>and government remains crucial.<br>Together, we can build a stable, supportive<br>environment that fosters innovation and<br>secures the UK’s position as a global<br>financial leader.<br>Succeeding with customers and<br>the UK<br>My domestic and international engagements<br>with regulators, business leaders and investors<br>throughout the course of 2025 only served to<br>reinforce for me the scale of opportunity in<br>the UK.<br>From Singapore to Washington and from<br>Edinburgh to Romford, Birmingham and<br>Liverpool, it’s clear that there is a genuine<br>appetite to understand how banks in the<br>UK can drive growth and have a positive<br>social impact.<br>Our unique regional infrastructure means we<br>have a particular role in facilitating balanced<br>UK growth. That role is rooted in our purpose,<br>as the bank that turns possibilities into<br>progress. By focusing on our core activity,<br>we help businesses start, scale and adapt,<br>and we support individuals to manage their<br>money and plan for the future.<br>I’ve seen the impact of this first-hand.<br>At our Accelerator anniversary pitch event<br>in Manchester in July, entrepreneurs shared<br>how our hubs helped them secure funding<br>and expand their businesses. I’ve also seen<br>our Financial Foundations workshops in action,<br>giving people the confidence to build financial<br>resilience and plan ahead. And, in November,<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 66
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Building the conditions for growth<br>Group Chair’s statement<br>Dear shareholders,<br>2025 was a year of strong performance and<br>progress for our bank. Indeed, profits and<br>returns were both up from 2024, so too our<br>lending, deposits and the number of customers<br>we serve.<br>We consistently outperformed expectations –<br>delivering for our customers, shareholders,<br>and the wider UK.<br>These achievements reflect the dedication of<br>our colleagues and the trust placed in us by<br>those who choose to bank with us, as well<br>as by the communities we serve.<br>Invest, innovate and succeed<br>Fundamentally, I’m optimistic about the future<br>for our bank and for the UK. In the short term,<br>our economy continues to demonstrate<br>considerable resilience, with lower inflation<br>and modest growth on the horizon for 2026.<br>Yet the economic landscape remains complex:<br>uncertainty in global markets continues<br>to affect sentiment; energy prices remain<br>volatile; and some sectors are still adjusting<br>to increases in the cost of doing business.<br>Looking further ahead, the UK’s inherent<br>advantages – talent, infrastructure, and a spirit<br>of enterprise – are sources of enduring strength.<br>And banks are the connective tissue of the UK<br>economy. Our sector’s performance over the<br>past 12 months underscored the vital role we<br>play as strategic assets, driving economic<br>growth in every country and region.<br>Of course, a predictable, proportionate<br>approach to regulation and policy making<br>is essential; this is the underlying drumbeat<br>that gives businesses and consumers the<br>confidence to invest, innovate and succeed.<br>The UK Government’s growth agenda has<br>made important early progress, most notably<br>through the Leeds Reforms and a shift towards<br>a more proportionate, pro-growth regulatory<br>approach. But delivery at pace now matters,<br>and collaboration between the private sector<br>and government remains crucial.<br>Together, we can build a stable, supportive<br>environment that fosters innovation and<br>secures the UK’s position as a global<br>financial leader.<br>Succeeding with customers and<br>the UK<br>My domestic and international engagements<br>with regulators, business leaders and investors<br>throughout the course of 2025 only served to<br>reinforce for me the scale of opportunity in<br>the UK.<br>From Singapore to Washington and from<br>Edinburgh to Romford, Birmingham and<br>Liverpool, it’s clear that there is a genuine<br>appetite to understand how banks in the<br>UK can drive growth and have a positive<br>social impact.<br>Our unique regional infrastructure means we<br>have a particular role in facilitating balanced<br>UK growth. That role is rooted in our purpose,<br>as the bank that turns possibilities into<br>progress. By focusing on our core activity,<br>we help businesses start, scale and adapt,<br>and we support individuals to manage their<br>money and plan for the future.<br>I’ve seen the impact of this first-hand.<br>At our Accelerator anniversary pitch event<br>in Manchester in July, entrepreneurs shared<br>how our hubs helped them secure funding<br>and expand their businesses. I’ve also seen<br>our Financial Foundations workshops in action,<br>giving people the confidence to build financial<br>resilience and plan ahead. And, in November,<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 6<br>Group Chair’s statement continued<br>at the University of Oxford Equinox Partnership<br>dinner, I had the opportunity to connect with<br>academic and business leaders – bringing<br>together diverse perspectives and expertise<br>to unlock new opportunities for our customers<br>and communities.<br>By investing in local communities and<br>supporting the transition to a net-zero economy<br>we are helping to deliver sustainable growth.<br>For example, when I visited Tyseley Energy<br>Park in Birmingham, I saw how our support is<br>helping to deliver practical low-carbon initiatives,<br>like renewable energy and cleaner transport<br>options, that aim to make a real difference for<br>local businesses and the community.<br>In 2025, NatWest Group stepped up and<br>stepped forward, and there is much more<br>we can do in 2026 and beyond. Because this<br>is what our growth plan really stands for:<br>supporting our customers to succeed in a<br>changing world.<br>Competing and winning in a<br>changing market<br>As a Board, our role is to work with<br>the executive team to ensure we have a<br>strategy that delivers value today and positions<br>NatWest Group for sustainable success in the<br>years ahead. Transformations at scale are<br>never easy but they are necessary. Our<br>financial performance demonstrates that<br>the strategy set by NatWest Group’s CEO<br>Paul Thwaite and his team is delivering.<br>In a rapidly changing environment, its strength<br>rests on two fundamentals: being close to<br>customers, while ensuring the bank remains<br>agile and adaptable. The depth of our<br>relationships in the communities that we<br>serve, combined with the scale of our data, is<br>a source of competitive advantage. It helps us<br>to understand, anticipate and respond to our<br>customers’ changing needs – from the demand<br>for seamless, personalised experiences to<br>the opportunities created by emerging<br>technologies. These insights allow us to<br>innovate with purpose and deliver solutions<br>that make banking simpler, safer and<br>more accessible.<br>One of the clearly emerging customer needs is<br>the growing requirement for financial planning,<br>savings and investment advice. As a Board,<br>we fully supported the £2.7 billion acquisition<br>of Evelyn Partners – creating the UK’s leading<br>private bank and wealth management<br>business. We are confident it meets the<br>high bars Paul has set for acquisitions; it<br>is strategically and financially compelling,<br>operationally deliverable and Evelyn Partners<br>is a strong cultural fit, with a shared<br>customer-first focus.<br>The companies that will win in today’s<br>landscape are those that start with the<br>customer in everything they do. This means<br>more than using data and insight effectively.<br>It’s about empowering the front line, trusting<br>those closest to our customers to make the<br>decisions on how best to serve them and<br>ensuring our central teams and functions<br>work seamlessly in service of them.<br>Because one thing is certain – customer<br>expectations and how they choose to bank<br>will look very different in the years ahead.<br>In an environment where competition is coming<br>from every corner, we need a bank that is<br>agile, adaptable and able to innovate at pace<br>– while shaping the future responsibly. That<br>means setting the benchmark for trust and<br>innovation in financial services, ensuring<br>progress is sustainable, and leading the<br>industry in a way that benefits customers,<br>communities and the wider economy.<br>A strengthened and engagedBoard<br>Since taking up the role of Chair, my priority has<br>been to build a Board that is highly engaged<br>and constructively challenging – a group of<br>trusted colleagues to complement our<br>executive team.<br>Through our ‘Board on the Road’ programme,<br>directors have spent more time with customers<br>and colleagues across the UK, gaining<br>first-hand insight into the challenges and<br>opportunities they face. These experiences<br>inform our thinking and ensure that strategy<br>is grounded in reality.<br>In November 2025, we welcomed Josh<br>Critchley as an independent non-executive<br>director and on 23 February 2026, Albert<br>Hitchcock will join the Board. With decades of<br>experience across banking and other sectors,<br>their deep expertise will be an asset to the<br>Board, particularly as we continue to pursue<br>our growth ambitions and navigate an<br>evolving market landscape.<br>We also announced that Yasmin Jetha will<br>retire from the Board on 31 March 2026.<br>I’d like to thank Yasmin for her outstanding<br>contribution to the Board and its committees<br>since her appointment in 2017. She has been<br>a highly valued director and colleague, and she<br>leaves with our very best wishes for the future.<br>I would like to thank all of the Board, and all<br>of our colleagues, for their hard work and the<br>support they have given to our customers<br>throughout 2025. Having a team that is<br>committed to steering NatWest Group through<br>a period of rapid change with clarity and<br>confidence ensures we remain focused on<br>delivering growth and securing NatWest<br>Group’s long-term success.<br>I must also recognise the great sadness all of<br>us felt at the passing of Frank Dangeard, Chair<br>of NatWest Markets, in August 2025. Frank’s<br>wisdom, integrity, and commitment left an<br>indelible mark on all who had the privilege to<br>work alongside him, both at NatWest Group<br>and across the course of his career. On behalf<br>of the Board, I extend our deepest condolences<br>to Frank’s family and all who knew him.<br>Return to private ownership –<br>a forward-looking chapter<br>Of course, 2025 also marked a key milestone<br>for NatWest Group – our return to full private<br>ownership. In May 2025, the UK Government<br>sold its very last shares in the bank – a<br>testament to our consistently strong performance,<br>the considerable progress that has been made<br>under successive management teams and a<br>marker of the long-term transformation that<br>has made NatWest Group simpler, stronger,<br>and more customer-focused.<br>We saw a continued strong share price<br>performance throughout 2025 – up 62% –<br>reflecting greater certainty at a macro level,<br>heightened positivity around UK banks, and,<br>above all, the consistency of our delivery, as<br>well as the confidence investors have in our<br>future ambitions.<br>We have also delivered for shareholders.<br>Having increased our ordinary dividend payout<br>ratio to around 50% of attributable profit, we<br>have declared total dividends of 32.5p per<br>share for 2025 (up 51.2% year on year),<br>and announced £750 million of on-market<br>buybacks for the year – all underpinned by<br>strong capital generation and a CET1 ratio<br>of 14.0%.<br>We are deeply grateful to the UK public and<br>Government for their support over the years.<br>As we move forward, we do so as a partner<br>in growth, committed to building value for our<br>shareholders and the UK. This milestone marks<br>the beginning of a new chapter. We begin<br>2026 with confidence, conviction and positive<br>momentum on which we can build.<br>I am proud of what NatWest Group<br>accomplished in 2025. Our progress is the<br>result of collective effort, disciplined execution,<br>and a steadfast commitment to our purpose.<br>As we look ahead, I firmly believe that NatWest<br>Group is well positioned to lead, to innovate,<br>and to deliver for all of our stakeholders.<br>Rick Haythornthwaite<br>Chair<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 77
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Group Chief Executive’s review<br>Accelerating from<br>a position of strength<br>NatWest Group delivered another strong<br>year in 2025, rooted in our support for people,<br>families and businesses in every nation and<br>region of the UK.<br>We increased our customer base by around a<br>million customers, grew our profit before tax to<br>£7.7 billion, and delivered a Return on Tangible<br>Equity (RoTE) of 19.2%, while strong capital<br>generation and distributions came from<br>increased profitability and disciplined balance<br>sheet and risk management. What matters<br>most, however, is what sits behind these<br>results: the trust our customers place in us<br>every day; the commitment of our colleagues;<br>and our responsibility to create sustainable<br>value for our shareholders.<br>2025 also marked a symbolic milestone as<br>we returned to full private ownership, offering<br>an opportunity to reflect on how far the bank<br>has come. Looking ahead, we have renewed<br>confidence in what we can achieve for<br>NatWest Group, our shareholders, and as<br>a trusted partner to our customers and the<br>wider UK economy.<br>I’m proud to have led this bank over the past<br>two years. In this time, we’ve moved decisively:<br>we’ve sharpened our customer focus; simplified<br>the organisation; accelerated our technology<br>strategy; and invested with intent in our future.<br>These choices are now translating into robust<br>performance and clear momentum across<br>NatWest Group.<br>We start 2026 from a position of strength.<br>That strength gives us the confidence to raise<br>our ambition and accelerate our progress –<br>so we can go further to win together with<br>our customers, colleagues, shareholders and<br>the communities we are proud to serve across<br>the UK.<br>Succeeding with customers<br>Disciplined growth<br>All three of our customer businesses –<br>Retail Banking, Private Banking & Wealth<br>Management, and Commercial & Institutional –<br>delivered broad-based growth in 2025, with<br>more customers choosing to bank with us.<br>We now serve over 20 million people, families<br>and businesses across the UK – acting as a<br>trusted partner to help meet their ambitions.<br>We supported more customers to manage<br>their money with confidence, with deposit<br>growth in all three business segments totalling<br>£10.4 billion across NatWest Group in 2025.<br>And, with saving and investing increasingly<br>part of the national conversation, more than<br>50,000 customers invested with us for the first<br>time, benefiting from the expert advice of our<br>wealth management teams and ease of our<br>digital offer. This helped us to grow assets<br>under management and administration by 20%.<br>We also supported customers through key<br>life events, such as helping more than 200,000<br>new customers to buy or remortgage a home<br>in 2025 – up 18% on 2024 – and empowered<br>more families to build healthy financial habits<br>through our youth proposition, Rooster Money,<br>which now serves 15 times more customers<br>than when we acquired it in 2021.<br>Our success reflects our ability to anticipate<br>and respond to changing customer needs, with<br>the right services and innovative propositions.<br>For personal customers, our Family-Backed<br>Mortgage addresses the real challenge of<br>affordability for many people and allows<br>family members to help first-time buyers<br>while preserving independent ownership.<br>This contributed to our increased support<br>for first-time buyers, helping over 50,000<br>customers get onto the housing ladder in 2025.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 88
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Group Chief Executive’s review<br>Accelerating from<br>a position of strength<br>NatWest Group delivered another strong<br>year in 2025, rooted in our support for people,<br>families and businesses in every nation and<br>region of the UK.<br>We increased our customer base by around a<br>million customers, grew our profit before tax to<br>£7.7 billion, and delivered a Return on Tangible<br>Equity (RoTE) of 19.2%, while strong capital<br>generation and distributions came from<br>increased profitability and disciplined balance<br>sheet and risk management. What matters<br>most, however, is what sits behind these<br>results: the trust our customers place in us<br>every day; the commitment of our colleagues;<br>and our responsibility to create sustainable<br>value for our shareholders.<br>2025 also marked a symbolic milestone as<br>we returned to full private ownership, offering<br>an opportunity to reflect on how far the bank<br>has come. Looking ahead, we have renewed<br>confidence in what we can achieve for<br>NatWest Group, our shareholders, and as<br>a trusted partner to our customers and the<br>wider UK economy.<br>I’m proud to have led this bank over the past<br>two years. In this time, we’ve moved decisively:<br>we’ve sharpened our customer focus; simplified<br>the organisation; accelerated our technology<br>strategy; and invested with intent in our future.<br>These choices are now translating into robust<br>performance and clear momentum across<br>NatWest Group.<br>We start 2026 from a position of strength.<br>That strength gives us the confidence to raise<br>our ambition and accelerate our progress –<br>so we can go further to win together with<br>our customers, colleagues, shareholders and<br>the communities we are proud to serve across<br>the UK.<br>Succeeding with customers<br>Disciplined growth<br>All three of our customer businesses –<br>Retail Banking, Private Banking & Wealth<br>Management, and Commercial & Institutional –<br>delivered broad-based growth in 2025, with<br>more customers choosing to bank with us.<br>We now serve over 20 million people, families<br>and businesses across the UK – acting as a<br>trusted partner to help meet their ambitions.<br>We supported more customers to manage<br>their money with confidence, with deposit<br>growth in all three business segments totalling<br>£10.4 billion across NatWest Group in 2025.<br>And, with saving and investing increasingly<br>part of the national conversation, more than<br>50,000 customers invested with us for the first<br>time, benefiting from the expert advice of our<br>wealth management teams and ease of our<br>digital offer. This helped us to grow assets<br>under management and administration by 20%.<br>We also supported customers through key<br>life events, such as helping more than 200,000<br>new customers to buy or remortgage a home<br>in 2025 – up 18% on 2024 – and empowered<br>more families to build healthy financial habits<br>through our youth proposition, Rooster Money,<br>which now serves 15 times more customers<br>than when we acquired it in 2021.<br>Our success reflects our ability to anticipate<br>and respond to changing customer needs, with<br>the right services and innovative propositions.<br>For personal customers, our Family-Backed<br>Mortgage addresses the real challenge of<br>affordability for many people and allows<br>family members to help first-time buyers<br>while preserving independent ownership.<br>This contributed to our increased support<br>for first-time buyers, helping over 50,000<br>customers get onto the housing ladder in 2025.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 8<br>Group Chief Executive’s review continued<br>Strong organic growth was complemented<br>by the successful integration of around one<br>million Sainsbury’s Bank customers and the<br>£2.3 billion Metro Bank mortgage portfolio –<br>demonstrating our integration capability and,<br>most importantly, creating the opportunity<br>to deepen relationships with new customers.<br>As the UK’s biggest bank for business,<br>we support 1.5 million companies, from<br>sole-traders to multinational corporates.<br>With a leading share of UK start-ups, and<br>the largest presence in the mid-market<br>sector, we’re uniquely positioned to partner<br>businesses at every stage of their growth.<br>We helped more of our business customers<br>to scale and grow, with lending across<br>Commercial & Institutional up around 10% in<br>2025, compared with 2024. By supporting UK<br>businesses, we’re also helping to deliver key<br>economic priorities for the UK. In 2025, we<br>were the leading lender to UK infrastructure,<br>and we expanded our support to social<br>housing and sustainable finance – helping<br>to strengthen communities and underpin<br>long-term growth.<br>In an increasingly volatile market, we’ve helped<br>more businesses manage their risk effectively<br>by making it easier to access our foreign<br>exchange (FX) and international payment<br>services through faster onboarding and a<br>simpler digital experience, with over 130<br>currencies now supported. Improvements<br>in our offer meant around 700 mid-market<br>businesses used the service for the first time<br>in 2025.<br>We also helped more high-potential<br>firms to grow with access to our innovative<br>intellectual property-backed lending. Around<br>50% of the completed IP-backed loans were<br>with customers new to NatWest Group,<br>demonstrating the opportunity open to<br>us when we pair our expertise with a<br>distinctive customer proposition.<br>A simpler bank<br>Today, NatWest Group is a simpler bank. It is<br>less complex, with transformed capabilities and<br>the right building blocks to scale and adapt<br>efficiently as customer expectations evolve.<br>The technology foundations across our<br>estate have effectively been rebuilt and<br>this investment has increased our agility<br>and strengthened resilience. We have<br>decommissioned legacy platforms and<br>advanced our data transformation at pace.<br>In Private Banking & Wealth Management,<br>we have migrated our engineering operations<br>from Switzerland to the UK and India, creating<br>the capacity to scale. For our Commercial &<br>Institutional customers, the re-platforming of<br>Bankline (our digital channel for mid-market<br>and corporate customers) has created a more<br>connected experience and allows us to provide<br>more services digitally in one place. Building<br>a single trusted view of our customers is<br>enabling us to offer a more personalised<br>service, faster decision-making and more<br>intelligent risk management across the bank.<br>To drive delivery across the bank, we have<br>rapidly scaled our in-house engineering team<br>and opened a new hub in Bengaluru, India.<br>We are now innovating faster and have almost<br>halved the time it takes to deploy new features,<br>compared with 2024 – making banking quicker,<br>easier and safer for customers.<br>Strategic partnerships with global technology<br>leaders, including AWS, OpenAI and Google,<br>have helped us to accelerate and scale our<br>technology strategy, and in turn, increase<br>productivity. In addition, our newly established<br>AI Research Office is at the forefront of<br>cutting-edge research, leading responsible<br>innovation and building further AI capabilities<br>for the bank. Our investment in our FinTech<br>Growth Programme has also significantly<br>strengthened our innovation pipeline.<br>These initiatives give us early access<br>to new and emerging technologies.<br>By providing all colleagues with AI tools to<br>support their daily work, we have freed up<br>capacity to better meet customers’ immediate<br>needs and understand their future requirements.<br>A trusted partner for UK growth<br>2025 was a year of macroeconomic<br>uncertainty, with international and domestic<br>events affecting customers in different ways.<br>Despite the volatility, we remained cautiously<br>optimistic about the outlook with several<br>factors reinforcing this measured optimism:<br>the UK economy has continued to grow;<br>unemployment remains low by historical<br>standards; inflation is moving in broadly the<br>right direction; and, on aggregate, households<br>and businesses continue to hold relatively<br>robust savings buffers.<br>This economic resilience was reflected in the<br>healthy levels of customer activity during 2025.<br>Housing market activity remained robust, with<br>mortgage volume growth across the sector<br>supported by temporary changes to stamp<br>duty thresholds in the first half of the year.<br>Retail sales volumes returned to positive<br>year-over-year growth after a challenging few<br>years and discretionary spending picked up in<br>areas such as travel and hospitality. Businesses<br>continued to invest for the future, and UK<br>exports increased despite headwinds. Taken<br>together, these are encouraging signals that<br>the underlying conditions for growth remain<br>in place.<br>We strongly believe in the UK’s long-term<br>potential. The UK Government has positioned<br>the financial services sector as central to its<br>growth strategy and to the UK’s strength<br>on the global stage. The UK has world-class<br>universities and innovation clusters, leading<br>scientific research, deep capital markets and<br>highly skilled people – the potential of which<br>can be unlocked through an internationally<br>competitive banking sector.<br>Strong economies need strong banks. But our<br>role goes well beyond lending: it demands our<br>deep expertise; our convening power across<br>sectors and regions; and our ability to connect<br>capital with opportunity. I have seen the<br>impact we can deliver for our customers<br>and communities across the UK. For example,<br>start-ups participating in our free Accelerator<br>community grow their turnover 35% more on<br>average than peers; and the expertise of our<br>colleagues is building financial confidence at<br>scale – our NatWest Thrive and Financial<br>Foundations programmes reached more than<br>one million people in 2025, providing financial<br>education in the places where people live,<br>learn and work.<br>In March 2025, we brought together our first<br>Mid-Market Growth Council to provide a<br>unified voice and to advocate for the often-overlooked mid-sized business sector, helping<br>to unlock their significant growth potential.<br>Our research found that just 1% growth in<br>this segment could add £35 billion to the UK<br>economy, with £24 billion of that outside the<br>south-east of England.<br>Our commitment to sustainable growth<br>is rooted in our purpose, with the aim of<br>delivering positive impact through our core<br>activity as a bank. By turning our customers’<br>possibilities into progress we can help build<br>better, more resilient businesses, and support<br>people and families to manage their money,<br>save and invest for the future.<br>The conditions for growth will be built further<br>by a stable and proportionate regulatory and<br>policy environment. The UK Government’s<br>focus on balanced regulation which promotes<br>competition and growth, as well as managing<br>risk and consumer protection, is a welcome<br>step forward. We have already seen tangible<br>change in targeted areas. For example, the<br>adjustment to mortgage rules enabled us to<br>lend more to first-time buyers, and we have<br>committed to grow our support in 2026, with<br>a further £10 billion of lending.<br>As we look ahead to 2026, further regulatory<br>review could unlock additional customer<br>benefits and UK growth opportunities; for<br>example, the ongoing Advice Guidance<br>Boundary Review should help to make financial<br>advice more accessible, and the Prudential<br>Regulation Authority’s review of its rules<br>on ring-fencing has the potential to create<br>greater capital capacity for the banking<br>sector to support growth.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 99
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Group Chief Executive’s review continued<br>Based on our current<br>macroeconomic assumptions,<br>In 2026(2) we expect:<br> • Total income excluding notable items<br>in the range of £17.2-17.6 billion.<br> • Operating expenses, excluding<br>litigation and conduct costs,<br>around £8.2 billion.<br> • Loan impairment rate below<br>25 basis points.<br> • Return on Tangible Equity greater<br>than 17%.<br> • Capital generation pre-distributions<br>around 200 basis points.<br>In 2028 we expect:<br> • Customer assets and liabilities(3) to<br>grow at a compound annual rate of<br>greater than 4% from the end 2025<br>to end 2028.<br> • Cost:income ratio, excluding litigation<br>and conduct costs, below 45%.<br> • Return on Tangible Equity greater<br>than 18%.<br> • Capital generation pre-distributions<br>greater than 200 basis points.<br>Capital<br> • We now target a CET1 ratio of<br>around 13.0%.<br> • We continue to expect to pay<br>ordinary dividends of around<br>50% of attributable profit and will<br>consider buybacks as appropriate.<br> • We expect Basel 3.1 to increase<br>RWAs by around £10 billion on<br>1 January 2027.<br>(2) Excludes the impact of the Evelyn Partners acquisition.<br>(3) Customer assets and liabilities (CAL) includes customer deposits, gross loans to customers and AUMA across three businesses Retail<br>Banking, Private Banking & Wealth Management, and Commercial & Institutional. Investment cash is deducted as it is reported within<br>customer deposits and AUMA.<br>Raising our ambition<br>Our progress has been significant, and it is<br>clear our strategy is working for both our<br>customers and our shareholders. But success<br>today does not guarantee success tomorrow.<br>Our sector is evolving at pace, with customer<br>expectations increasing, technology redefining<br>what ‘best in class’ looks like, and competition<br>more intense than ever. Against this backdrop,<br>we are sharpening our strategic focus around<br>disciplined growth, leveraging simplification,<br>and active balance sheet and risk management<br>to drive sustainable value creation.<br>It is our consistent delivery and the inherent<br>strengths of this bank that give us confidence<br>we can go further and faster in this next phase.<br>Our conviction stems from the enduring<br>strength of our customer relationships and is<br>built on our key differentiators. Deep community<br>roots, expert colleagues, and a UK-wide<br>relationship manager network mean we are<br>connected to our customers in their communities.<br>These strengths, underpinned by technology<br>and the scale of our customer insight, give us<br>real competitive advantage.<br>Customer growth comes from being first<br>choice in the moments that matter: helping<br>families with everyday banking and home<br>ownership; supporting affluent and high-net<br>worth customers to manage and grow their<br>wealth; and backing high-growth businesses,<br>whether they are start-ups or those with<br>global ambitions.<br>Our recently announced acquisition of Evelyn<br>Partners will create the UK’s leading private<br>bank and wealth management business.<br>Not only does this build scale and strength in<br>our Private Banking & Wealth Management<br>business, but it will transform the services our<br>customers across NatWest Group can expect<br>from us. Evelyn Partners brings leading<br>investment capabilities, a quality direct-to-customer investment platform in Bestinvest –<br>and the biggest in-house team of financial<br>planners in the UK, as well as a strong regional<br>footprint – helping us to better support and<br>serve customers through each stage of their<br>financial lives.<br>We’re also building and deepening our<br>customer relationships with more personalised,<br>relevant experiences, propositions and<br>partnerships. For example, our specialist<br>Venture Banking support has been carefully<br>designed to help boost the UK’s innovation<br>economy and our newly announced strategic<br>partnership with Rightmove will help ensure<br>we’re there at the right time, as a trusted<br>partner when customers are making key<br>financial decisions.<br>Leveraging simplification<br>The next phase of our simplification sees us<br>move from ‘build’ to ‘benefits’, leveraging the<br>investment we’ve made in our infrastructure<br>and capabilities to deliver customer growth<br>and even greater productivity.<br>In a highly competitive environment, future<br>strength will be decided by how seamlessly<br>a bank operates in service of its customers.<br>Harnessed correctly, technological advancement<br>and AI can be a game-changing accelerant,<br>reducing complexity and removing bureaucracy<br>to help make decisions faster, deepen<br>relationships and deliver transformed<br>customer experiences.<br>Trust, however, remains the keystone of<br>banking. As technology accelerates, we are<br>focused on keeping customers safe, protecting<br>them from new and emerging risks, and leading<br>in the responsible and ethical use of data and AI.<br>To realise our ambition, it’s essential we drive<br>active balance sheet and risk management.<br>We are bringing more dynamism to how we<br>manage pricing, capital and risk, ensuring we<br>remain resilient through cycles – a safe, secure<br>and dependable partner for customers, while<br>sustaining attractive returns.<br>Customer success<br>We want to be known not only for the<br>quality of our service and the strength of our<br>technology platforms, but also for the depth of<br>our relationships and expertise of our people.<br>As trusted partners, we are empowering our<br>front-line colleagues to use their insights to<br>make the right decisions for customers and<br>orientating the whole organisation around<br>our customers’ needs: measuring all<br>colleagues’ success by the quality of<br>our customers’ experiences.<br>The stretching targets we have set for growth,<br>productivity and returns reflect our belief that<br>in pursuing these priorities we will create<br>sustainable shareholder value. For customers,<br>the prize is a bank that feels effortless, with<br>connected, intelligent and personalised services<br>available whenever and however they choose.<br>Read more on our Strategy on pages 15 to 20.<br>Looking ahead<br>Our progress and strengthened position are<br>thanks to the hard work and dedication of our<br>colleagues across the UK and internationally.<br>While we have momentum across NatWest<br>Group, there is no room for complacency.<br>Banking moves quickly, and customer<br>expectations move faster still.<br>We’ve built the foundations and capabilities to<br>both anticipate change and respond at pace.<br>All this is done in service of our customers,<br>deepening trust and relationships. We can<br>further accelerate our growth potential using<br>the full strength of NatWest Group – using the<br>expertise and connections across our three<br>businesses to build even stronger customer<br>relationships, deliver sustainable returns<br>and make a meaningful contribution to<br>the UK economy.<br>Paul Thwaite<br>Group Chief Executive Officer<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1010<br>(1) The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current<br>expectations and are subject to change, including as a result of the factors described in the Risk Factors section of the 2025<br>Annual Report on Form 20-F. These statements constitute forward-looking statements. Refer to Forward-looking statements in<br>the 2025 Annual Report on Form 20-F.<br>(4) Management does not assess forward-looking “total income”, "operating expenses" and "return on equity" as performance<br>indicators of the business, and therefore reconciliation of the forward-looking non-IFRS measures “total income excluding<br>notable items”, "operating expenses excluding litigation and conduct costs", "return on tangible equity" and "cost:income ratio<br>excluding litigation and conduct costs" to an equivalent IFRS measure is not available without unreasonable efforts.<br>Outlook(1,4)<br>Read more on our approach to sustainability on<br>pages 39 to 70.
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Group Chief Executive’s review continued<br>Based on our current<br>macroeconomic assumptions,<br>In 2026(2) we expect:<br>• Total income excluding notable items<br>in the range of £17.2-17.6 billion.<br>• Operating expenses, excluding<br>litigation and conduct costs,<br>around £8.2 billion.<br>• Loan impairment rate below<br>25 basis points.<br>• Return on Tangible Equity greater<br>than 17%.<br>• Capital generation pre-distributions<br>around 200 basis points.<br>In 2028 we expect:<br>• Customer assets and liabilities(3) to<br>grow at a compound annual rate of<br>greater than 4% from the end 2025<br>to end 2028.<br>• Cost:income ratio, excluding litigation<br>and conduct costs, below 45%.<br>• Return on Tangible Equity greater<br>than 18%.<br>• Capital generation pre-distributions<br>greater than 200 basis points.<br>Capital<br>• We now target a CET1 ratio of<br>around 13.0%.<br>• We continue to expect to pay<br>ordinary dividends of around<br>50% of attributable profit and will<br>consider buybacks as appropriate.<br>• We expect Basel 3.1 to increase<br>RWAs by around £10 billion on<br>1 January 2027.<br>Outlook(1)<br>(1) The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current<br>expectations and are subject to change, including as a result of the factors described in the Risk Factors section. These statements<br>constitute forward-looking statements. Refer to Forward-looking statements in this report.<br>(2) Excludes the impact of the Evelyn Partners acquisition.<br>(3) Customer assets and liabilities (CAL) includes customer deposits, gross loans to customers and AUMA across three businesses Retail<br>Banking, Private Banking & Wealth Management, and Commercial & Institutional. Investment cash is deducted as it is reported within<br>customer deposits and AUMA.<br>Raising our ambition<br>Our progress has been significant, and it is<br>clear our strategy is working for both our<br>customers and our shareholders. But success<br>today does not guarantee success tomorrow.<br>Our sector is evolving at pace, with customer<br>expectations increasing, technology redefining<br>what ‘best in class’ looks like, and competition<br>more intense than ever. Against this backdrop,<br>we are sharpening our strategic focus around<br>disciplined growth, leveraging simplification,<br>and active balance sheet and risk management<br>to drive sustainable value creation.<br>It is our consistent delivery and the inherent<br>strengths of this bank that give us confidence<br>we can go further and faster in this next phase.<br>Our conviction stems from the enduring<br>strength of our customer relationships and is<br>built on our key differentiators. Deep community<br>roots, expert colleagues, and a UK-wide<br>relationship manager network mean we are<br>connected to our customers in their communities.<br>These strengths, underpinned by technology<br>and the scale of our customer insight, give us<br>real competitive advantage.<br>Customer growth comes from being first<br>choice in the moments that matter: helping<br>families with everyday banking and home<br>ownership; supporting affluent and high-net<br>worth customers to manage and grow their<br>wealth; and backing high-growth businesses,<br>whether they are start-ups or those with<br>global ambitions.<br>Our recently announced acquisition of Evelyn<br>Partners will create the UK’s leading private<br>bank and wealth management business.<br>Not only does this build scale and strength in<br>our Private Banking & Wealth Management<br>business, but it will transform the services our<br>customers across NatWest Group can expect<br>from us. Evelyn Partners brings leading<br>investment capabilities, a quality direct-to-customer investment platform in Bestinvest –<br>and the biggest in-house team of financial<br>planners in the UK, as well as a strong regional<br>footprint – helping us to better support and<br>serve customers through each stage of their<br>financial lives.<br>We’re also building and deepening our<br>customer relationships with more personalised,<br>relevant experiences, propositions and<br>partnerships. For example, our specialist<br>Venture Banking support has been carefully<br>designed to help boost the UK’s innovation<br>economy and our newly announced strategic<br>partnership with Rightmove will help ensure<br>we’re there at the right time, as a trusted<br>partner when customers are making key<br>financial decisions.<br>Leveraging simplification<br>The next phase of our simplification sees us<br>move from ‘build’ to ‘benefits’, leveraging the<br>investment we’ve made in our infrastructure<br>and capabilities to deliver customer growth<br>and even greater productivity.<br>In a highly competitive environment, future<br>strength will be decided by how seamlessly<br>a bank operates in service of its customers.<br>Harnessed correctly, technological advancement<br>and AI can be a game-changing accelerant,<br>reducing complexity and removing bureaucracy<br>to help make decisions faster, deepen<br>relationships and deliver transformed<br>customer experiences.<br>Trust, however, remains the keystone of<br>banking. As technology accelerates, we are<br>focused on keeping customers safe, protecting<br>them from new and emerging risks, and leading<br>in the responsible and ethical use of data and AI.<br>To realise our ambition, it’s essential we drive<br>active balance sheet and risk management.<br>We are bringing more dynamism to how we<br>manage pricing, capital and risk, ensuring we<br>remain resilient through cycles – a safe, secure<br>and dependable partner for customers, while<br>sustaining attractive returns.<br>Customer success<br>We want to be known not only for the<br>quality of our service and the strength of our<br>technology platforms, but also for the depth of<br>our relationships and expertise of our people.<br>As trusted partners, we are empowering our<br>front-line colleagues to use their insights to<br>make the right decisions for customers and<br>orientating the whole organisation around<br>our customers’ needs: measuring all<br>colleagues’ success by the quality of<br>our customers’ experiences.<br>The stretching targets we have set for growth,<br>productivity and returns reflect our belief that<br>in pursuing these priorities we will create<br>sustainable shareholder value. For customers,<br>the prize is a bank that feels effortless, with<br>connected, intelligent and personalised services<br>available whenever and however they choose.<br>Read more on our Strategy on pages 15 to 20.<br>Read more on our approach to sustainability on<br>pages 39 to 72.<br>Looking ahead<br>Our progress and strengthened position are<br>thanks to the hard work and dedication of our<br>colleagues across the UK and internationally.<br>While we have momentum across NatWest<br>Group, there is no room for complacency.<br>Banking moves quickly, and customer<br>expectations move faster still.<br>We’ve built the foundations and capabilities to<br>both anticipate change and respond at pace.<br>All this is done in service of our customers,<br>deepening trust and relationships. We can<br>further accelerate our growth potential using<br>the full strength of NatWest Group – using the<br>expertise and connections across our three<br>businesses to build even stronger customer<br>relationships, deliver sustainable returns<br>and make a meaningful contribution to<br>the UK economy.<br>Paul Thwaite<br>Group Chief Executive Officer<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 10<br>A management buyout was the catalyst<br>for industrial manufacturer Maxflow<br>Power Products to expand its operations.<br>Based in Cookstown, County Tyrone,<br>the company set out to invest in new<br>manufacturing capability, grow its<br>workforce and reach new markets.<br>Building on a 20-year relationship, Ulster<br>Bank, part of NatWest Group, supported<br>the buyout with a multi-million-pound<br>package and continued to provide<br>working capital, invoice discounting<br>and trade finance.<br>Now, with phase one of a three-phase<br>manufacturing facility in place, Maxflow<br>Power Products is progressing with<br>confidence. Since the buyout, staff<br>numbers have increased and the company<br>continues to strengthen its presence<br>across the UK, the Republic of Ireland<br>and in international markets.<br>Our impact<br>Multi-million-pound<br>support package to<br>back a management<br>buyout.<br>Trade finance<br>support to help<br>open new<br>international<br>markets.<br>Funding through<br>working capital<br>facilities and invoice<br>discounting.<br>Cookstown<br>Case study – helping build better businesses<br>Ryan Wylie (left) and Leona McNicholl, Ulster Bank Relationship Manager (right)<br>Succeeding with customers<br>‘Ulster Bank has been<br>instrumental in supporting<br>our growth and gives us the<br>confidence to go forward and<br>make big investment decisions.<br>They understand our business and<br>how it works, and without those<br>facilities in place we simply<br>wouldn’t be able to grow at<br>the rate that we are.’<br>Ryan Wylie, Managing Director,<br>Maxflow Power Products<br>manufacturing<br>growth<br>Championing<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1111
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Our business model<br>How we create value for our<br>network of stakeholders<br>Investors<br>We actively engage with investors and support<br>efforts to strengthen NatWest Group’s position<br>and sustainable long-term value.<br>Colleagues<br>By supporting our colleagues and striving to<br>make NatWest Group a great place to work,<br>we will provide them with the capabilities they<br>need to succeed with customers.<br>Communities<br>As a leading bank in the UK, we believe we<br>can make a real and positive difference in<br>the communities we live and do business in.<br>Regulators<br>We understand the need to have an ongoing,<br>constructive and open dialogue with all relevant<br>regulatory bodies and embed this approach<br>across our business.<br>Suppliers<br>We collaborate with stakeholders to integrate<br>sustainable practices into procurement<br>processes, prioritising engagement with<br>suppliers that align to our climate and<br>sustainability-related ambitions.<br>Every day, customers trust us to support the moments that matter in their lives and<br>businesses. We generate income by providing the services they need to manage their<br>money, plan for the future and grow with confidence. Serving over 20 million<br>customers, we aim to build long-term value, trust and sustainable growth.<br>Retail Banking Private Banking & Wealth Management Commercial & Institutional<br>Our key relationships and resources<br>Through these we aim to achieve the following:<br>What sets us apart, locally<br>and nationally:<br>Trusted relationships at scale<br>Reach across the UK, rooted locally<br>Leading retail bank for everyday banking needs<br>A distinctive Private Banking & Wealth Management business<br>Biggest business bank in the UK<br>Customers<br>We aim to understand our customers’ needs<br>and provide the right services and expertise<br>to help them achieve their goals, now and in<br>the future.<br> Relationships<br>Deep, long-standing customer<br>and community relationships.<br>Extensive, UK-wide business<br>and retail regional infrastructure.<br>A highly skilled, engaged and<br>inclusive workforce.<br>Strategic partnerships with<br>global technology leaders.<br>Resources<br>Agile operating model, able to<br>respond at pace.<br>Three distinctive and complementary<br>banking businesses with established<br>multi-channel brands.<br>Strong market positions in a growing UK market.<br>Large scale of quality data.<br>A dynamic and well-resourced innovation pipeline.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1212
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Our business model<br>How we create value for our<br>network of stakeholders<br>Investors<br>We actively engage with investors and support<br>efforts to strengthen NatWest Group’s position<br>and sustainable long-term value.<br>Colleagues<br>By supporting our colleagues and striving to<br>make NatWest Group a great place to work,<br>we will provide them with the capabilities they<br>need to succeed with customers.<br>Communities<br>As a leading bank in the UK, we believe we<br>can make a real and positive difference in<br>the communities we live and do business in.<br>Regulators<br>We understand the need to have an ongoing,<br>constructive and open dialogue with all relevant<br>regulatory bodies and embed this approach<br>across our business.<br>Suppliers<br>We collaborate with stakeholders to integrate<br>sustainable practices into procurement<br>processes, prioritising engagement with<br>suppliers that align to our climate and<br>sustainability-related ambitions.<br>Every day, customers trust us to support the moments that matter in their lives and<br>businesses. We generate income by providing the services they need to manage their<br>money, plan for the future and grow with confidence. Serving over 20 million<br>customers, we aim to build long-term value, trust and sustainable growth.<br>Retail Banking Private Banking & Wealth Management Commercial & Institutional<br>Our key relationships and resources<br>Through these we aim to achieve the following:<br>What sets us apart, locally<br>and nationally:<br>Trusted relationships at scale<br>Reach across the UK, rooted locally<br>Leading retail bank for everyday banking needs<br>A distinctive Private Banking & Wealth Management business<br>Biggest business bank in the UK<br>Customers<br>We aim to understand our customers’ needs<br>and provide the right services and expertise<br>to help them achieve their goals, now and in<br>the future.<br> Relationships<br>Deep, long-standing customer<br>and community relationships.<br>Extensive, UK-wide business<br>and retail regional infrastructure.<br>A highly skilled, engaged and<br>inclusive workforce.<br>Strategic partnerships with<br>global technology leaders.<br>Resources<br>Agile operating model, able to<br>respond at pace.<br>Three distinctive and complementary<br>banking businesses with established<br>multi-channel brands.<br>Strong market positions in a growing UK market.<br>Large scale of quality data.<br>A dynamic and well-resourced innovation pipeline.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 12<br>Our business model continued<br>Multi-channel brands serving over 20 million customers<br>16.5%<br>share of current accounts(1)<br>12.5%<br>share of UK mortgages(2)<br>7.2%<br>share of unsecured lending(3)<br>Award-winning<br>UK private bank and wealth manager<br>£58.5bn<br>AUMA<br>£4.6bn<br>AUMA net flows<br>~25%<br>share of deposits(4)<br>~20%<br>share of lending(5)<br>Best bank<br>corporate banking in the UK(6)<br>Strong market positions with extensive product and service offering<br>(1) Current account balances outstanding, based on<br>November 2025 CACI data.<br>(2) Stock share of Retail Banking and Private Banking<br>& Wealth Management mortgages, calculated as a<br>percentage of balances outstanding of total sterling<br>net secured lending to individuals not seasonally<br>adjusted as per December 2025 BoE data.<br>(3) Based on unsecured lending, including cards,<br>loans, overdrafts and central items, calculated<br>as a percentage of balances outstanding of total<br>(excluding the Student Loans Company) sterling<br>net unsecured lending to individuals not seasonally<br>adjusted based on December 2025 BoE data.<br>(4) Based on customer deposits (£bn) for Commercial<br>& Institutional excluding NatWest Markets (NWM)<br>and RBS International, calculated as a percentage<br>of M4 liabilities for Private Non-Financial Corporates<br>(PNFC’s) as per December 2025 BoE data.<br>(5) Based on gross loans and advances to customers<br>at amortised cost for Commercial & Institutional<br>excluding NatWest Markets and RBS International,<br>calculated as a percentage of monthly amounts<br>outstanding of sterling and all foreign currency<br>loans to SMEs and large businesses as per<br>December 2025 BoE data.<br>(6) NatWest was named as “Best Bank – Corporate<br>Banking in the UK” as part of Coalition Greenwich<br>2026 Awards.<br>(7) Distributions paid and proposed. For full details of<br>our distributions over the last three years refer<br>to page 17.<br>(9) For more information on NatWest Accelerator,<br>refer to page 43.<br>(10) For more information on our Financial Foundations<br>workshops, refer to page 42.<br>We serve customers across the UK with<br>a comprehensive range of banking<br>products and services – including<br>current accounts, savings, mortgages,<br>and personal unsecured lending –<br>supporting them in key financial<br>moments throughout their lives.<br>We serve the banking, lending and<br>wealth management needs of UK-connected high and ultra-high-net-worth<br>individuals and their interests. Our<br>Investment Products & Solutions team<br>delivers investment solutions to customers<br>and clients across NatWest Group.<br>Through specialist sector knowledge and<br>capabilities, we deliver extensive product<br>propositions across banking, payments,<br>fixed income and FX. UK-based with<br>international hubs.<br>Creating value for our stakeholders<br>Retail<br>Banking<br>Youth to<br>affluent<br>Private Banking &<br>Wealth Management<br>High-net-worth<br>Commercial<br>& Institutional<br>Start-ups, SMEs, large corporates and<br>financial institutions<br>£4.1bn<br>total capital returned<br>to shareholders.(7)<br>97%<br>of all customer needs<br>met through digital channels in 2025.<br>climate and transition finance<br>provided 1 July 2025 to<br>31 December 2025.(8)<br>89%<br>Our View colleague<br>survey inclusion score.<br>£11.0m<br>direct community<br>investment.<br>£4.4m<br>raised for many causes and<br>142,775 hours volunteered.<br>12,000<br>members joined our Accelerator app<br>since its launch in March 2025.(9)<br>1,500<br>Financial Foundations workshops<br>were delivered to over 31,000<br>participants in 2025.(10)<br>Read more about our business<br>performance on pages 25 to 32.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1313<br>£19.0bn<br>(8) Target to provide £200 billion climate and transition<br>finance (as defined in our climate and transition<br>finance framework available on the NatWest Group<br> website) between 1 July 2025 and the end of<br>2030. Climate and transition finance represents<br>only a relatively small proportion of our overall<br>financing and facilitation activities. Refer to pages<br>48 to 56 for further details.<br>Read more in our Financial review<br>on pages 8 to 26 of the Annual<br>Report on Form 20-F.
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Dumfriesshire-based business, Firth<br>Farming has been supported by NatWest<br>Group to grow and innovate its farming<br>practices. Named Sustainable Farm of<br>the Year at the 2025 Scottish Agriculture<br>Awards, the Jamieson family who run<br>Firth Farming has been farming 270<br>hectares since the early 1950s and<br>considers sustainability essential to<br>future-proofing its business.<br>A long-standing NatWest Group customer,<br>Firth Farming has modernised its dairy unit<br>with support from Lombard Asset Finance<br>– enabling it to adopt three-times-a-day<br>milking. As the farm looks to improve<br>productivity and sustainable practices<br>further, the deep understanding the bank<br>has of the business means we’re well<br>placed to help it achieve its future goals.<br>Our impact<br>Modernisation of a<br>dairy unit enabled<br>by Lombard Asset<br>Finance.<br>Investment to help<br>boost production.<br>Long-term<br>relationship<br>management<br>to help the<br>business grow.<br>Dumfriesshire<br>the growth<br>of a sustainable<br>farming business<br>Case study – helping build better businesses<br>Enabling<br>John Jamieson (left) and Samantha Swift, NatWest Group Climate Lead (right)<br>Succeeding with customers<br>‘One of the best things about<br>being a customer is the sense<br>of connection we have with the<br>bank. The relationship manager<br>is always keen to hear our plans,<br>to give us support, and to help<br>see projects through. And that’s<br>been vital to our business.’<br>John Jamieson, owner of Firth Farming<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1414
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Dumfriesshire-based business, Firth<br>Farming has been supported by NatWest<br>Group to grow and innovate its farming<br>practices. Named Sustainable Farm of<br>the Year at the 2025 Scottish Agriculture<br>Awards, the Jamieson family who run<br>Firth Farming has been farming 270<br>hectares since the early 1950s and<br>considers sustainability essential to<br>future-proofing its business.<br>A long-standing NatWest Group customer,<br>Firth Farming has modernised its dairy unit<br>with support from Lombard Asset Finance<br>– enabling it to adopt three-times-a-day<br>milking. As the farm looks to improve<br>productivity and sustainable practices<br>further, the deep understanding the bank<br>has of the business means we’re well<br>placed to help it achieve its future goals.<br>Our impact<br>Modernisation of a<br>dairy unit enabled<br>by Lombard Asset<br>Finance.<br>Investment to help<br>boost production.<br>Long-term<br>relationship<br>management<br>to help the<br>business grow.<br>Dumfriesshire<br>the growth<br>of a sustainable<br>farming business<br>Case study – helping build better businesses<br>Enabling<br>John Jamieson (left) and Samantha Swift, NatWest Group Climate Lead (right)<br>Succeeding with customers<br>‘One of the best things about<br>being a customer is the sense<br>of connection we have with the<br>bank. The relationship manager<br>is always keen to hear our plans,<br>to give us support, and to help<br>see projects through. And that’s<br>been vital to our business.’<br>John Jamieson, owner of Firth Farming<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 14<br>Our strategy<br>Delivering our strategy<br>Building enduring, trusted relationships with<br>our customers is the cornerstone of our strategy.<br>It connects our purpose with our ambition, and<br>is structured around three strategic priorities.<br>Our performance makes clear our strategy is working. However, in an<br>ever-competitive and fast-moving landscape, we have sharpened the<br>focus of our priorities going forward around:<br> • Disciplined growth – sustainably growing by building stronger<br>and deeper relationships, whilst attracting new customers.<br> • Leveraging simplification – moving forward from bank-wide<br>simplification, maximising our technology and capability to deliver<br>customer growth more efficiently and effectively.<br> • Active balance sheet and risk management – actively managing<br>our balance sheet and risk as a trusted partner to customers,<br>delivering growth and sustainable returns.<br>Through a clear focus on our strategic priorities we are building a more<br>agile, integrated and technology-driven bank, powered by future-fit<br>capabilities and guided by three core behaviours:<br> • We start with customers.<br> • We raise the bar.<br> • We own our impact.<br>We aim to drive positive impact through the core of our business.<br>Whether we’re supporting customers in managing their money, planning<br>for the future, or building better, more resilient businesses, our long-term<br>growth is built on understanding and responding to their priorities,<br>ambitions and the challenges they face.<br>We know the success of customers and the UK economy is reciprocal<br>with our bank’s success. By actively managing economic, social, and<br>environmental impacts, we can support sustainable customer growth<br>and create long-term shareholder value.<br>We’re the bank that turns possibilities into progress, and we succeed<br>when we succeed with customers.<br>Active balance sheet<br>and risk management<br>Disciplined<br>growth<br>Leveraging<br>simplification<br>Driving impact<br>through our business<br>Ambition<br>Succeeding<br>with customers<br>Purpose<br>The bank that turns<br>possibilities into<br>progress<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1515<br>For more details on how we support our customers and communities through<br>our approach to sustainability, refer to the Sustainability review section on<br>pages 39 to 70.
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Investment case<br>Leading positions<br>in a growing UK market<br>A vital and trusted partner to over<br>20 million customers across our<br>Retail Banking, Private Banking &<br>Wealth Management, and<br>Commercial & Institutional<br>businesses with a strong track<br>record of disciplined growth.<br> • Extensive footprint in the UK serving<br>19 million Retail Banking customers<br>16.5% share of current accounts.<br> • Leading private bank and wealth<br>manager; Coutts, which has been<br>a trusted brand for over 330 years.<br> • The biggest bank for business in the<br>UK, and one of the leading banks for<br>UK start-ups.<br>Our strategic priorities drive sustainable shareholder value creation<br>Solid capital and<br>liquidity position<br>supporting a target<br>CET1 ratio of<br>~13%<br>Ordinary<br>dividend payout<br>ratio target:<br>~50%<br>Surplus capital<br>deployed in pursuit<br>of organic or<br>inorganic growth<br>with residual<br>returned to<br>shareholders<br>via buybacks<br>7-year<br>track record of CAL growth<br>of above 4.6%<br>~1 million<br>customers added in 2025<br>Disciplined growth<br>Sustainably growing by building<br>stronger and deeper relationships,<br>whilst attracting new customers.<br>At least 4% CAGR<br>Leveraging<br>simplification<br>Maximising our technology<br>and capability to deliver<br>customer growth more<br>efficiently and effectively.<br>(exc. litigation and conduct)<br>below 45%<br>Active balance sheet<br>and risk management<br>Actively managing our balance<br>sheet and risk as a trusted<br>partner to customers, delivering<br>growth and sustainable returns.<br>pre-distributions<br>>200bps<br>2028 Return on Tangible Equity >18%<br>Purpose: The bank that turns possibilities into progress Ambition: Succeeding with customers<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1616<br>2025–2028 target(1):<br>Customer assets and liabilities (CAL)<br>2028 target(1):<br>Capital generation<br>2028 target(1):<br>Cost:income ratio<br>Targeting<br>attractive,<br>sustainable<br>growth and<br>returns for<br>shareholders(1)<br>(1) The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current expectations and are subject to change, including as a result of the factors described in the Risk Factors section of the 2025 Annual Report on Form<br>20-F. These statements constitute forward-looking statements. Refer to Forward-looking statements in the 2025 Annual Report on Form 20-F.
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Investment case<br>Leading positions<br>in a growing UK market<br>A vital and trusted partner to over<br>20 million customers across our<br>Retail Banking, Private Banking &<br>Wealth Management, and<br>Commercial & Institutional<br>businesses with a strong track<br>record of disciplined growth.<br>• Extensive footprint in the UK serving<br>19 million Retail Banking customers<br>16.5% share of current accounts.<br>• Leading private bank and wealth<br>manager; Coutts, which has been<br>a trusted brand for over 330 years.<br>• The biggest bank for business in the<br>UK, and one of the leading banks for<br>UK start-ups.<br>Our strategic priorities drive sustainable shareholder value creation<br>Targeting<br>attractive,<br>sustainable<br>growth and<br>returns for<br>shareholders<br>Solid capital and<br>liquidity position<br>supporting a target<br>CET1 ratio of<br>~13%<br>Ordinary<br>dividend payout<br>ratio target:<br>~50%<br>Surplus capital<br>deployed in pursuit<br>of organic or<br>inorganic growth<br>with residual<br>returned to<br>shareholders<br>via buybacks<br>7-year<br>track record of CAL growth<br>of above 4.6%<br>~1 million<br>customers added in 2025<br>Disciplined growth<br>Sustainably growing by building<br>stronger and deeper relationships,<br>whilst attracting new customers.<br>2025–2028 target:<br>Customer assets and liabilities (CAL)<br>At least 4% CAGR<br>Leveraging<br>simplification<br>Maximising our technology<br>and capability to deliver<br>customer growth more<br>efficiently and effectively.<br>2028 target:<br>Cost:income ratio<br>(exc. litigation and conduct)<br>below 45%<br>Active balance sheet<br>and risk management<br>Actively managing our balance<br>sheet and risk as a trusted<br>partner to customers, delivering<br>growth and sustainable returns.<br>2028 target:<br>Capital generation<br>pre-distributions<br>>200bps<br>2028 Return on Tangible Equity >18%<br>Purpose: The bank that turns possibilities into progress Ambition: Succeeding with customers<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 16<br>2025<br>2024<br>2023<br>Interim dividend Final dividend<br>5.5 11.5<br>6.0 15.5<br>17.0p<br>21.5p<br>9.5 23.0 32.5p<br>2025<br>2024<br>2023<br>Directed buyback On market buyback<br>0.8 1.3<br>2.2<br>2.1<br>2.2<br>1.5 1.5<br>2025<br>2024<br>2023<br>68.0<br>53.5<br>47.9<br>2025<br>2024<br>2023<br>384<br>329<br>292<br>Investment case continued<br>2025 total shareholder returns(1)<br>71%<br>19%<br>2 year CAGR<br>Earnings per share (EPS) (pence)<br>15%<br>2 year CAGR<br>Tangible net asset value (TNAV) per share (pence)(4)<br>Delivering<br>shareholder value<br>2025 was another strong year of<br>delivery, as reflected by an increase<br>in share price of 62.1% and a total<br>shareholder return (TSR) of 71.0%.<br>This was underpinned by high<br>returns (RoTE 19.2%) and growth in<br>CAL (+4.8%), leading to growth in EPS<br>(+27.1%), DPS (+51.2%) and TNAV per<br>share (+16.7%).<br>(1) Total shareholder return includes the share price<br>change between 31 December 2023 and 31 December<br>2025 plus dividends paid during the year, the 2023 and<br>2024 final dividend and the 2025 interim dividend,<br>assuming reinvestment at the prevailing share price<br>(2) Paid and proposed.<br>(3) As at 31 December.<br>(4) The number of ordinary shares in issue excludes own<br>shares held.<br>38%<br>2 year CAGR<br>Ordinary dividend per share (DPS) (pence)(2)<br>Ordinary shares outstanding(3)(bn) UK Government ownership(3)(%)<br>£5.8bn<br>3 year cumulative<br>2023-2025<br>Total buybacks (£bn)<br>8.0 0<br>8.0 9.99<br>8.8 37.97<br>49.7%<br>95.6%<br>71%<br>2023 2024 2025<br>+27% vs 2024<br>+12% vs 2023<br>+51% vs 2024<br>+17% vs 2024<br>+13% vs 2023<br>+27% vs 2023<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1717
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Measuring our 2025 performance<br>Financial<br>Key performance indicators<br>Read more: Sustainability<br>review on pages 48 to 56 and<br>Section 172(1) statement<br>on page 36.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>(2) Target to provide<br>£100 billion of climate and<br>sustainable funding and<br>financing between 1 July 2021<br>and the end of 2025.<br>(1) Operating costs,<br>excluding litigation and<br>conduct costs, to be around<br>£8.1 billion including £0.1 billion<br>of one-time integration costs<br>in 2025.<br>(1) Income excluding notable<br>items to be in the range of<br>£15.2–15.7 billion in 2025.<br>(1) Continue to target a<br>CET1 ratio in the range<br>of 13–14%.<br>(1) Achieve a Return on<br>Tangible Equity in the range<br>of 15–16% in 2025.<br>Return on<br>Tangible Equity<br>19.2%<br>Common Equity Tier 1<br>(CET1) ratio<br>14.0%<br>Income<br>(excluding notable items)<br>£16,400m<br>Operating expenses<br>(excluding litigation<br>and conduct)<br>£8,095m<br>Climate and sustainable<br>funding and financing(3) (£bn)<br>£110.3bn<br>17.8%<br>17.5%<br>19.2%<br>2023 2024 2025 2023 2024 2025<br>13.4%<br>13.6%<br>14.0%<br>£14,339m£14,648m<br>£16,400m<br>2023 2024 2025<br>£7,641m<br>£7,854m<br>£8,095m<br>2023 2024 2025 2023H2<br>2021<br>2022 2024 TotalH1<br>2025<br>£29.3bn<br>£24.5bn<br>£8.1bn<br>£31.5bn<br>£16.9bn<br>£110.3bn<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1818<br>(4) The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current expectations and are subject to change, including as a result of the factors described in the Risk Factors section of the 2025 Annual Report on Form<br>20-F. These statements constitute forward-looking statements. Refer to Forward-looking statements in the 2025 Annual Report on Form 20-F.<br>targets and companies for inclusion. For the year ended 31 December 2023, the CSFFI criteria published in December 2022 were applied. For the year ended 31 December 2022, the CSFFI criteria published in October 2021 were applied. Climate and sustainable funding and<br>financing represents only a relatively small proportion of our overall funding and financing activities. The climate and sustainable funding and financing criteria which underpinned our £100 billion target has been retired and replaced with our climate and transition finance framework<br>(available on the NatWest Group website), which underpins our target to provide £200 billion climate and transition finance (as defined in the framework) between 1 July 2025 and the end of 2030.<br>(1) Performance against 2025 guidance given in our 2024 Annual Report on Form 20-F.<br>(2) Performance against 2025 targets given in our 2024 Annual Report on Form 20-F.<br>(3) For the reporting periods ended 31 December 2024 and 30 June 2025, the NatWest Group climate and sustainable funding and financing inclusion (CSFFI) criteria (available on the NatWest Group website) published in March 2024 were used to determine eligible assets, activities,<br>(5) Refer to the Non-IFRS financial measures appendix on pages 250 to 257 of the Annual Report on Form 20-F for details of the basis of preparation and reconciliation of non-IFRS financial measures and performance metrics.
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Measuring our 2025 performance<br>Financial<br>Key performance indicators<br>Read more: Sustainability<br>review on pages 48 to 56 and<br>Section 172(1) statement<br>on page 36.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>Read more: Our investment<br>case on page 16 and<br>our Outlook statement<br>on page 10.<br>(2) Target to provide<br>£100 billion of climate and<br>sustainable funding and<br>financing between 1 July 2021<br>and the end of 2025.<br>(1) Operating costs,<br>excluding litigation and<br>conduct costs, to be around<br>£8.1 billion including £0.1 billion<br>of one-time integration costs<br>in 2025.<br>(1) Income excluding notable<br>items to be in the range of<br>£15.2–15.7 billion in 2025.<br>(1) Continue to target a<br>CET1 ratio in the range<br>of 13–14%.<br>(1) Achieve a Return on<br>Tangible Equity in the range<br>of 15–16% in 2025.<br>Return on<br>Tangible Equity<br>19.2%<br>Common Equity Tier 1<br>(CET1) ratio<br>14.0%<br>Income<br>(excluding notable items)<br>£16,400m<br>Operating expenses<br>(excluding litigation<br>and conduct)<br>£8,095m<br>Climate and sustainable<br>funding and financing(3) (£bn)<br>£110.3bn(LA)<br>(1) Performance against 2025 guidance given in our 2024 Annual Report and Accounts.<br>(2) Performance against 2025 targets given in our 2024 Annual Report and Accounts.<br>(3) For the reporting periods ended 31 December 2024 and 30 June 2025, the NatWest Group climate and sustainable funding and financing inclusion (CSFFI) criteria (available at natwestgroup.com) published in March 2024 were used to determine eligible assets, activities, targets and<br>companies for inclusion. For the year ended 31 December 2023, the CSFFI criteria published in December 2022 were applied. For the year ended 31 December 2022, the CSFFI criteria published in October 2021 were applied. Climate and sustainable funding and financing represents<br>only a relatively small proportion of our overall funding and financing activities. The climate and sustainable funding and financing criteria which underpinned our £100 billion target has been retired and replaced with our climate and transition finance framework (available at<br>natwestgroup.com), which underpins our target to provide £200 billion climate and transition finance (as defined in the framework) between 1 July 2025 and the end of 2030.<br>17.8%<br>17.5%<br>19.2%<br>2023 2024 2025 2023 2024 2025<br>13.4%<br>13.6%<br>14.0%<br>£14,339m£14,648m<br>£16,400m<br>2023 2024 2025<br>£7,641m<br>£7,854m<br>£8,095m<br>2023 2024 2025 2023H2<br>2021<br>2022 2024 TotalH1<br>2025<br>£29.3bn<br>£24.5bn<br>£8.1bn<br>£31.5bn<br>£16.9bn<br>£110.3bn<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 18<br>Key performance indicators continued<br>Commercial & Institutional<br>banking digitally first<br>84.5%<br>Build and strengthen<br>a healthy culture(4)<br>84%<br>Net Promoter Score®<br>(NPS)(5)<br>Non-financial<br>(4) The culture index used to measure culture<br>consists of 10 questions as defined and<br>measured in Our View, our colleague survey.<br>NatWest Group Our View results exclude our<br>colleagues in Ulster Bank RoI, Poland and<br>FreeAgent. To enable like-for-like year-on-year<br>comparisons, all scores are based on the Willis<br>Tower Watson (WTW) calculation methodology.<br>(5) NPS® and the NPS-related emoticons are<br>registered trademarks of Bain & Company, Inc.,<br>NICE Systems, Inc., and Fred Reichheld.<br>(6) NatWest Group uses Net Promoter Score (NPS)<br>methodology across the customer business<br>segments, reflecting the contribution of each<br>segment to NatWest Group income. Where<br>NPS is not applicable, an internal Customer<br>Touchpoint Rating (CTR) and independent Deal<br>League tables is applied to assess NatWest<br>Markets’ customer performance. We met<br>or exceeded 11 out of the 12 customer<br>goals set for 2025.<br>Read more: Customer trust<br>and advocacy on page 35.<br>Read more: Sustainability<br>review on pages 59 to 63.<br>Read more: Sustainability<br>review on pages 46 to 47.<br>Read more: Sustainability<br>review on pages 46 to 47.<br>(1,3) Our target was 85%<br>for Commercial & Institutional<br>customers for banking digital<br>first. We narrowly missed<br>our target, achieving 84.5%<br>in 2025.<br>(1) Achieve our culture<br>target of 83 points as<br>measured through the<br>Our View colleague survey.<br>(1,2) Achieve our 80% target<br>for Retail Banking customers<br>for banking entirely digital.<br>(1) On average, to meet<br>our targets.(6) Targets are<br>set to maintain or improve.<br>2025<br>2024<br>2023<br>Disciplined growth<br>Bank-wide simplification<br>Active balance sheet<br>and risk management<br>2025 target achieved<br>Target on track<br>Retail Banking customers<br>banking entirely digital<br>81.8%<br>2023 2024 2025<br>76.8%<br>78.7%<br>81.8%<br>2023 2024 2025<br>80.9%<br>82.9%<br>84.5%<br>2023 2024 2025<br>83% 83%<br>84%<br>Commercial &<br>Institutional<br>NatWest<br>£0-£750k<br>NatWest<br>Retail<br>Banking<br>Commercial<br>& Institutional<br>NatWest<br>£750k-£250m<br>21<br>-8<br>23<br>-7 -5<br>25<br>8<br>5 6<br>Key<br>Target not met<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 1919<br>(2) Retail Banking customers with active current<br>accounts that have accessed a digital platform<br>(online or mobile) and not used the branch or<br>telephony in a rolling 90 days in the reporting<br>period. Inactive customers and customers with<br>no channel usage, mortgages and savings<br>accounts, and interactions via the Post Office<br>are excluded from the scope of measurement.<br>(3) Commercial & Institutional (ring-fenced bank)<br>customers with active non-personal account/s<br>that access their account 95% or higher<br>through digital channels for three rolling months<br>in the reporting period ending 31 December<br>2025.<br>(1) Performance against 2025 targets<br>given in our 2024 Annual Report on Form 20-F.<br>Link to remuneration. Read more:<br>Annual remuneration report on<br>pages 134 to 151
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Progress against our 2025 strategic priorities<br>Delivering our strategy continued<br>#1<br>Leading lender in the UK infrastructure sector<br>and leading flow in digital self-serve mortgages<br>around 1 million<br>Sainsbury’s Bank customer accounts<br>successfully integrated<br>49%<br>Share of AUMA in total Private Banking<br>& Wealth Management CAL<br>252bps<br>of capital generation delivered<br>pre-distributions in 2025<br>£10.9 billion<br>benefit from RWA management actions as we<br>continued to actively manage our balance<br>sheet and create capacity for lending growth<br>16bps<br>Loan impairment rate – below the<br>2025 guidance of 20 basis points<br>Disciplined growth<br>We’ve continued to grow our customer base to over<br>20 million customers. During 2025, we successfully<br>integrated around one million Sainsbury’s Bank customer<br>accounts and launched new NatWest Boxed strategic<br>partnerships with The AA and Saga. In Private Banking &<br>Wealth Management we grew customer assets and<br>liabilities (CAL) by 10% to £119 billion. In 2025,<br>Commercial & Institutional grew lending by £12.3 billion,<br>and committed £4.6 billion to UK social housing.<br>5.6 days<br>average deployment frequency of code to business<br>applications in 2025, down from 10.0 days in 2024<br>51%<br>of internal and external business service<br>applications on the cloud in 2025 (2024 – 44%)<br>>12,000<br>coders have access<br>to AI coding assistants<br>Bank-wide simplification<br>Our focus on bank-wide simplification enabled us to<br>reduce complexity in our operating model, drive long-term<br>customer growth and achieve greater productivity.<br>To accelerate our progress, we are developing in-house<br>capabilities to deliver efficiency and innovation. We have<br>advanced our transition to cloud infrastructure and<br>established partnerships with global technology leaders,<br>becoming the first UK bank to sign a strategic<br>collaboration with OpenAI.<br>Active balance sheet<br>and risk management<br>In 2025, we strengthened our balance sheet, reduced<br>risk-weighted assets (RWAs) by £10.9 billion, kept cost of<br>risk low, and returned £4.1 billion to shareholders. Across<br>the business, we improved data quality, executed<br>mortgage securitisation, enhanced risk analytics, and<br>delivered stable funding – reflecting disciplined<br>management and resilience.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2020<br>Read more: Chief Executive Officer’s review on pages 8 to 10, Business performance review on pages 25 to 32 of this exhibit and Financial review on pages 8 to 26 of the Annual Report on Form 20-F
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Progress against our 2025 strategic priorities<br>Delivering our strategy continued<br>Read more: Chief Executive Officer’s review on pages 8 to 10, Business performance review on pages 25 to 32 and Financial review on pages 83 to 94.<br>#1<br>Leading lender in the UK infrastructure sector<br>and leading flow in digital self-serve mortgages<br>around 1 million<br>Sainsbury’s Bank customer accounts<br>successfully integrated<br>49%<br>Share of AUMA in total Private Banking<br>& Wealth Management CAL<br>252bps<br>of capital generation delivered<br>pre-distributions in 2025<br>£10.9 billion<br>benefit from RWA management actions as we<br>continued to actively manage our balance<br>sheet and create capacity for lending growth<br>16bps<br>Loan impairment rate – below the<br>2025 guidance of 20 basis points<br>Disciplined growth<br>We’ve continued to grow our customer base to over<br>20 million customers. During 2025, we successfully<br>integrated around one million Sainsbury’s Bank customer<br>accounts and launched new NatWest Boxed strategic<br>partnerships with The AA and Saga. In Private Banking &<br>Wealth Management we grew customer assets and<br>liabilities (CAL) by 10% to £119 billion. In 2025,<br>Commercial & Institutional grew lending by £12.3 billion,<br>and committed £4.6 billion to UK social housing.<br>5.6 days<br>average deployment frequency of code to business<br>applications in 2025, down from 10.0 days in 2024<br>51%<br>of internal and external business service<br>applications on the cloud in 2025 (2024 – 44%)<br>>12,000<br>coders have access<br>to AI coding assistants<br>Bank-wide simplification<br>Our focus on bank-wide simplification enabled us to<br>reduce complexity in our operating model, drive long-term<br>customer growth and achieve greater productivity.<br>To accelerate our progress, we are developing in-house<br>capabilities to deliver efficiency and innovation. We have<br>advanced our transition to cloud infrastructure and<br>established partnerships with global technology leaders,<br>becoming the first UK bank to sign a strategic<br>collaboration with OpenAI.<br>Active balance sheet<br>and risk management<br>In 2025, we strengthened our balance sheet, reduced<br>risk-weighted assets (RWAs) by £10.9 billion, kept cost of<br>risk low, and returned £4.1 billion to shareholders. Across<br>the business, we improved data quality, executed<br>mortgage securitisation, enhanced risk analytics, and<br>delivered stable funding – reflecting disciplined<br>management and resilience.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 20<br>As a teenager, Dave Keeler worked at<br>the Strands Hotel and Screes Inn in Nether<br>Wasdale, Cumbria, launching his career in<br>hospitality there. After working all over the<br>world in the sector, Dave returned to the<br>Lake District with the ambition of running<br>the hotel and restaurant where it all<br>began for him.<br>NatWest Group helped Dave and<br>his business partners to purchase<br>the business, and with the support of<br>his relationship manager, he’s upgrading<br>the hotel’s operations and forging links in<br>the local community, which allow him to<br>support other local businesses and create<br>local jobs.<br>Our impact<br>Enabling business<br>investment.<br>Support for a local<br>enterprise, creating<br>local jobs.<br>Providing long-term<br>business support.<br>The Lake District<br>‘Being a NatWest customer – it’s<br>feeling like you’re dealing with a<br>local business, but one that has<br>the strength of a big corporation.<br>Without the support of NatWest,<br>I wouldn’t be standing here.<br>We wouldn’t have the ability<br>to do this.’<br>Dave Keeler, owner of the Strands Hotel<br>and Screes Inn, Nether Wasdale,<br>The Lake District<br>local businesses<br>to grow and thrive<br>Case study – helping build better businesses<br>Backing<br>Dave Keeler (left) and NatWest Group Senior Relationship Manager, Mark Ward (right)<br>Succeeding with customers<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2121
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Market environment<br>Adapting to evolving market trends<br>The environment we operate in is constantly evolving. Understanding the influences on our business<br>and our customers enables us to prepare for change, respond quickly and create value for the long term.<br>Disciplined growth Bank-wide simplification Active balance sheet and risk management<br>Investing in digital security<br>to keep customers safe<br>Protecting our customers remains a<br>top priority against the backdrop of a<br>threat landscape which is being shaped by<br>geopolitical tensions, ransomware attacks,<br>and increasingly sophisticated adversaries.<br>Regulatory expectations are also rising, with<br>key frameworks setting new standards, and<br>firms expected to demonstrate robust cyber<br>defences and operational resilience.<br>Our response<br>NatWest Group continued to invest in<br>security and resilience measures to protect<br>its customers and operations in 2025:<br>• The Security Operations Centre<br>expanded its team of analysts in<br>2025, increasing coverage of real-time<br>monitoring, backed by investment in<br>automation. This enabled an increasingly<br>rapid response to threats.<br>• Assurance processes continued to be<br>enhanced to ensure new products and<br>services have the required security<br>controls in place.<br>Over<br>57,000<br>colleagues completed<br>cybersecurity learning in<br>2025, reinforcing a culture<br>of security awareness.<br>UK inflation rose to 3.8% in 2025,<br>before falling towards the end of the year.<br>Unemployment increased steadily, reaching<br>5.1% in November 2025. Wage growth<br>slowed, but at 4.7% in November 2025,<br>remained higher than inflation. The Bank<br>of England cut the base rate four times<br>from 4.75% at the start of 2025, to close<br>the year at 3.75%.<br>House prices rose modestly in most regions<br>of the UK, but fell in London. GDP growth<br>looked set to beat modest forecasts,<br>with the Office for Budget Responsibility<br>predicting 1.5% growth for 2025. In markets,<br>sterling strengthened against the US dollar,<br>but weakened against the euro. The FTSE<br>All Share Index rose strongly in 2025, along<br>with most major indices.<br>Our response<br>In 2025, we continued to adapt our<br>services to meet the evolving needs<br>of our customers. As well as maintaining<br>competitive interest rates on our savings<br>and lending products, we adjusted our<br>lending criteria to allow increased<br>borrowing, responding to the need<br>for greater flexibility highlighted by<br>the Financial Conduct Authority.<br>Meeting customer needs through<br>changing macroeconomic conditions<br>Over<br>12,000<br>small businesses supported<br>through our Accelerator<br>app at the end of 2025.<br>In April 2025, we introduced Family-Backed<br>Mortgages – allowing eligible customers to<br>apply for a joint mortgage with a family<br>member or friend – to help more first-time<br>buyers own their own home. In November<br>2025, we launched Shared Ownership<br>Mortgages, which allow customers to<br>buy a percentage of their home.<br>In March 2025, we announced our ambition<br>to significantly expand support to UK<br>businesses to start up and scale by offering<br>10,000 entrepreneurs the chance to join<br>the Accelerator community. And to enable<br>more high-growth companies to access<br>funding against the value of their intellectual<br>property, we announced plans in October<br>2025 to expand the availability of IP-backed<br>loans to businesses in Scotland. We also<br>continued to be a vital voice for business in<br>2025, convening our inaugural Mid-Market<br>Growth Council meeting to support<br>mid-market companies.<br>• Through NatWest Group’s AI Centre<br>of Excellence, we continued to develop<br>the use of AI technologies to enhance<br>our defensive capabilities against the<br>threat of bad actors using AI and<br>machine learning for deep fakes<br>and advanced phishing.<br>• We enhanced our approach to identity<br>and access management to safeguard<br>sensitive information and mitigate risks<br>associated with unauthorised access.<br>• We mandated that all suppliers based<br>in, or operating out of the UK hold<br>independent assurance, accredited<br>to Cyber Essentials Plus at minimum.<br>• Over 57,000 colleagues completed<br>cybersecurity learning in 2025, reinforcing<br>a culture of security awareness.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2222
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Market environment<br>Adapting to evolving market trends<br>The environment we operate in is constantly evolving. Understanding the influences on our business<br>and our customers enables us to prepare for change, respond quickly and create value for the long term.<br>Disciplined growth Bank-wide simplification Active balance sheet and risk management<br>Investing in digital security<br>to keep customers safe<br>Protecting our customers remains a<br>top priority against the backdrop of a<br>threat landscape which is being shaped by<br>geopolitical tensions, ransomware attacks,<br>and increasingly sophisticated adversaries.<br>Regulatory expectations are also rising, with<br>key frameworks setting new standards, and<br>firms expected to demonstrate robust cyber<br>defences and operational resilience.<br>Our response<br>NatWest Group continued to invest in<br>security and resilience measures to protect<br>its customers and operations in 2025:<br> • The Security Operations Centre<br>expanded its team of analysts in<br>2025, increasing coverage of real-time<br>monitoring, backed by investment in<br>automation. This enabled an increasingly<br>rapid response to threats.<br> • Assurance processes continued to be<br>enhanced to ensure new products and<br>services have the required security<br>controls in place.<br>Over<br>57,000<br>colleagues completed<br>cybersecurity learning in<br>2025, reinforcing a culture<br>of security awareness.<br>UK inflation rose to 3.8% in 2025,<br>before falling towards the end of the year.<br>Unemployment increased steadily, reaching<br>5.1% in November 2025. Wage growth<br>slowed, but at 4.7% in November 2025,<br>remained higher than inflation. The Bank<br>of England cut the base rate four times<br>from 4.75% at the start of 2025, to close<br>the year at 3.75%.<br>House prices rose modestly in most regions<br>of the UK, but fell in London. GDP growth<br>looked set to beat modest forecasts,<br>with the Office for Budget Responsibility<br>predicting 1.5% growth for 2025. In markets,<br>sterling strengthened against the US dollar,<br>but weakened against the euro. The FTSE<br>All Share Index rose strongly in 2025, along<br>with most major indices.<br>Our response<br>In 2025, we continued to adapt our<br>services to meet the evolving needs<br>of our customers. As well as maintaining<br>competitive interest rates on our savings<br>and lending products, we adjusted our<br>lending criteria to allow increased<br>borrowing, responding to the need<br>for greater flexibility highlighted by<br>the Financial Conduct Authority.<br>Meeting customer needs through<br>changing macroeconomic conditions<br>Over<br>12,000<br>small businesses supported<br>through our Accelerator<br>app at the end of 2025.<br>In April 2025, we introduced Family-Backed<br>Mortgages – allowing eligible customers to<br>apply for a joint mortgage with a family<br>member or friend – to help more first-time<br>buyers own their own home. In November<br>2025, we launched Shared Ownership<br>Mortgages, which allow customers to<br>buy a percentage of their home.<br>In March 2025, we announced our ambition<br>to significantly expand support to UK<br>businesses to start up and scale by offering<br>10,000 entrepreneurs the chance to join<br>the Accelerator community. And to enable<br>more high-growth companies to access<br>funding against the value of their intellectual<br>property, we announced plans in October<br>2025 to expand the availability of IP-backed<br>loans to businesses in Scotland. We also<br>continued to be a vital voice for business in<br>2025, convening our inaugural Mid-Market<br>Growth Council meeting to support<br>mid-market companies.<br> • Through NatWest Group’s AI Centre<br>of Excellence, we continued to develop<br>the use of AI technologies to enhance<br>our defensive capabilities against the<br>threat of bad actors using AI and<br>machine learning for deep fakes<br>and advanced phishing.<br> • We enhanced our approach to identity<br>and access management to safeguard<br>sensitive information and mitigate risks<br>associated with unauthorised access.<br> • We mandated that all suppliers based<br>in, or operating out of the UK hold<br>independent assurance, accredited<br>to Cyber Essentials Plus at minimum.<br> • Over 57,000 colleagues completed<br>cybersecurity learning in 2025, reinforcing<br>a culture of security awareness.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 22<br>Disciplined growth Bank-wide simplification Active balance sheet and risk management<br>Market environment continued<br>We have an ambition to be net zero across our financed<br>emissions, assets under management and operational<br>value chain by 2050. This is aligned with the UK’s legal<br>obligation to be net zero by 2050. We continue to focus<br>on supporting our customers’ transition and our own<br>ambitions to be net zero. Achieving our climate-related<br>ambitions and targets is dependent on a range of factors,<br>including timely and appropriate government policy,<br>technology developments, and on suppliers, customers<br>and society supporting the transition.<br>Our response<br>We’re focused on supporting customers’ climate<br>transitions by providing products, tools and insights that<br>help them reduce emissions, build resilience and access<br>sustainable finance opportunities. Our ambition is to be<br>net zero across our financed emissions, assets under<br>management and operational value chain by 2050.<br>This is aligned with the UK’s legal obligation to be<br>net zero by 2050.<br>Our climate transition plan is embedded within our<br>financial planning process, ensuring climate-related<br>risks and opportunities inform strategic decisions.<br>Responding to<br>climate-related risks<br>and opportunities<br>The financial services industry is undergoing rapid<br>transformation, driven by accelerated advancements<br>in generative AI, digital technology and data capabilities.<br>These changes are reshaping business models, customer<br>expectations, and risk landscapes.<br>Our response<br>NatWest Group is aiming to be a trusted leader in<br>AI-enabled financial services, investing in AI at scale<br>and modernising our digital services:<br> • We’re transforming our data estate to provide<br>a single view of each customer and better<br>anticipate customers’ needs. We have formed<br>strategic partnerships to help us build a centralised,<br>AI-powered data platform, empowering colleagues,<br>and enabling real-time customer engagement.<br> • We’ve embedded AI in our customer journeys to<br>improve the customer experience. AI tools, such<br>as Cora, our virtual assistant, are improving<br>timeliness and quality of responses to customers,<br>and AI has reduced complaints handling time by<br>c.19 minutes per case, saving the equivalent<br>of over 22,000 hours in 2025.<br> • We use AI to aid in the detection and prevention<br>of fraud and financial crime, with innovations like<br>Tunic Pay enhancing risk assessment and<br>customer protection.<br> • We’ve set ourselves standards for responsible AI with<br>our AI and Data Ethics Code of Conduct. In 2025,<br>we rolled out AI tools including GitLab Duo and<br>Microsoft Copilot to colleagues<br>to help meet customer<br>needs safely and<br>responsibly.<br>Scaling our capabilities<br>in technology<br>We operate in a highly-regulated market that continues to<br>evolve. Regulatory focus is currently centred on changes<br>needed to deliver the UK Government’s plans for<br>economic growth. We remain involved in work to shape<br>and implement post-financial crisis prudential measures,<br>through the Basel 3.1 Framework, and helping to drive<br>reforms to deliver a more robust regulatory landscape.<br>Our response<br>We constantly monitor regulatory change and work with<br>regulators to help shape developments that materially<br>impact the bank, responding either bilaterally or in<br>partnership with one of our industry bodies. We implement<br>new regulatory requirements where applicable and<br>engage frequently with regulators to discuss their<br>priorities. Focus areas in 2025 included:<br> • Capital and liquidity management, including the<br>UK’s approach to the implementation of Basel 3.1.<br> • Working with the FCA to define a new targeted<br>support model to narrow the gap between<br>generic guidance and affordable financial advice.<br> • Supporting the regulator’s plans to modernise the<br>UK redress system and the role of the Financial<br>Ombudsman Service in customer disputes.<br> • Influencing the strategic direction of the UK<br>payments network.<br>Focusing on a rapidly<br>evolving regulatory<br>landscape<br>Strategic<br>partnerships<br>with global technology<br>leaders, including AWS,<br>OpenAI and Google.<br>Engagement with<br>37<br>regulatory<br>consultations.<br>Climate and sustainable<br>funding and financing provided<br>between 1 July 2021 and<br>30 June 2025.<br>£110.3 bn<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2323<br>(1) Climate and sustainable funding and financing and climate and transition finance represent only a relatively small<br>proportion of our overall funding, financing and facilitation activities.<br>(2) The guidance, targets, expectations, and trends discussed in this section represent NatWest Group plc management’s current<br>expectations and are subject to change, including as a result of the factors described in the Risk Factors section of the 2025<br>Annual Report on Form 20-F. These statements constitute forward-looking statements. Refer to Forward-looking statements in<br>the 2025 Annual Report on Form 20-F.<br>In July 2025, we set a new target(2) to provide £200 billion<br>in climate and transition finance between 1 July 2025<br>and the end of 2030. Our climate and transition finance<br>framework has replaced the climate and sustainable<br>funding and financing framework which underpinned our<br>previous £100 billion target, which was exceeded in Q1 2025.<br>(1)
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With 46% of UK adults lacking financial<br>confidence (according to the MoneyView<br>2025 report), NatWest Group recognises<br>the need for simple, practical support<br>to improve financial wellbeing across<br>the country. Financial Foundations is<br>NatWest Group’s free financial wellbeing<br>programme, delivered largely by Retail<br>Banking colleagues trained to provide<br>impartial guidance and encourage open<br>conversations about money management.<br>Built around interactive workshops,<br>the programme offers practical<br>help to businesses, charities and<br>community groups, whether they bank<br>with NatWest or not. In 2025, more than<br>1,500 workshops reached almost 31,000<br>people, helping attendees build budgeting<br>skills, understand fraud risks and improve<br>their financial resilience.<br>Our impact<br>90% feel more<br>confident about<br>managing/<br>protecting their<br>finances since<br>the workshop.<br>Participants leave<br>with tools to take<br>action and 92%<br>would recommend<br>the workshops.<br>93% feel they learnt<br>things about better<br>managing money.<br>Birmingham<br>financial<br>confidence<br>Case study – helping people manage their money<br>Gurpreet Kaur Sohal, Manager, Walsall Branch (left) and Atli Coakley (right)<br>Succeeding with customers<br>‘The workshop made a real<br>difference. Hearing others<br>share their experiences and<br>receive practical guidance<br>helped me understand where<br>I could make small changes,<br>and I left feeling much more<br>confident and in control.’<br>Atli Coakley, Regional Account Manager,<br>Portico<br>Building<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2424
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With 46% of UK adults lacking financial<br>confidence (according to the MoneyView<br>2025 report), NatWest Group recognises<br>the need for simple, practical support<br>to improve financial wellbeing across<br>the country. Financial Foundations is<br>NatWest Group’s free financial wellbeing<br>programme, delivered largely by Retail<br>Banking colleagues trained to provide<br>impartial guidance and encourage open<br>conversations about money management.<br>Built around interactive workshops,<br>the programme offers practical<br>help to businesses, charities and<br>community groups, whether they bank<br>with NatWest or not. In 2025, more than<br>1,500 workshops reached almost 31,000<br>people, helping attendees build budgeting<br>skills, understand fraud risks and improve<br>their financial resilience.<br>Our impact<br>90% feel more<br>confident about<br>managing/<br>protecting their<br>finances since<br>the workshop.<br>Participants leave<br>with tools to take<br>action and 92%<br>would recommend<br>the workshops.<br>93% feel they learnt<br>things about better<br>managing money.<br>Birmingham<br>financial<br>confidence<br>Case study – helping people manage their money<br>Gurpreet Kaur Sohal, Manager, Walsall Branch (left) and Atli Coakley (right)<br>Succeeding with customers<br>‘The workshop made a real<br>difference. Hearing others<br>share their experiences and<br>receive practical guidance<br>helped me understand where<br>I could make small changes,<br>and I left feeling much more<br>confident and in control.’<br>Atli Coakley, Regional Account Manager,<br>Portico<br>Building<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 24<br>Retail Banking<br>Business performance review<br>In Retail Banking, our aim is to be our<br>customers’ trusted partner as we make<br>banking simpler and more personal. We are<br>here to succeed with our 19 million customers<br>in the moments that matter – from helping<br>with first savings goals and buying a home, to<br>building financial confidence and helping people<br>and families with planning for their future. We<br>are combining national reach with the local<br>expertise of our colleagues to help people<br>across the UK make real progress with<br>their financial ambitions.<br>Our focus in 2025<br>We continued to grow our customer base<br>and deepen our engagement with a focus<br>on youth, families and affluent. Our Youth<br>proposition enjoyed another year of strong<br>performance, achieving 5% growth; Rooster<br>Money, which empowers young people and<br>families to build healthy financial habits, is now<br>serving 15 times more customers than when<br>we first acquired the company. Retention of<br>our younger customers, as they move into<br>adulthood, remained strong at 97%, reflecting<br>the trust built through early engagement. And<br>among families, we supported one in three UK<br>households with their financial needs – both<br>for the everyday and the bigger life moments.<br>In 2025, we also welcomed around one million<br>customer accounts from Sainsbury’s Bank into<br>NatWest Group, who accessed over 27,000<br>additional products in the first two months<br>post integration.<br>Making it easier to manage money<br>Helping customers achieve<br>their goals<br>Supporting customers’ long-term financial<br>wellbeing remained a priority. We delivered<br>more than 307,000 Financial Health Checks<br>with tailored guidance on budgeting and<br>planning ahead. NatWest colleagues also ran<br>over 1,500 Financial Foundations workshops,<br>supporting 31,000 people to help strengthen<br>their financial resilience. And through NatWest<br>Thrive, our youth education programme, we<br>reached over one million young people across<br>the UK in 2025.<br>‘We combine the best of our technology with the<br>magic of our people to deepen connection and<br>engagement with our customers. We continue<br>to attract customers by being there in the<br>moments that matter, with the experience<br>and expertise they need.’<br>Solange Chamberlain, CEO, Retail Banking<br>Financial highlights<br>Net loans to customers<br>£216.1bn<br>2024: £208.4bn<br>Total income<br>£6,495m<br>2024: £5,650m<br>Customer deposits<br>£202.6bn<br>2024: £194.8bn<br>Return on equity<br>24.7%<br>2024: 19.9%<br>Operating profit<br>£3,121m<br>2024: £2,431m<br>Risk-weighted assets<br>£68.5bn<br>2024: £65.5bn<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2525<br>Our customers continued to embrace digital<br>banking as their preferred way to manage<br>their everyday finances, with 81.8%(1) of our<br>customers banking entirely digitally in 2025.<br>Across our customer base, digital engagement<br>continued to grow with 325 million interactions<br>per month and customers logging into the app<br>more than 30 times on average monthly. As a<br>result, 97% of all our customers’ needs were<br>met through digital channels. Our mobile app<br>is designed to make money management<br>clear and intuitive. Our Spending and Budget<br>Tracker, Savings Pot feature, Virtual Cards<br>and Subscription Tools were used millions of<br>times each month in 2025. Alongside our digital<br>banking tools, colleagues supported customers<br>through more than 1,100 points of physical<br>presence, providing personal guidance and<br>support. We served around 1.2 million affluent<br>customers, of which almost half were served<br>via our Premier proposition, broadening our<br>reach and engagement with these customers.<br>(1) Retail Banking customers with active current accounts that have accessed a digital platform (online or mobile) and not used the branch or telephony in a rolling 90 days in the reporting period. Inactive customers and customers with no channel usage, mortgages and savings<br>accounts, and interactions via the Post Office are excluded from the scope of measurement.
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Business performance review continued<br>We also worked to simplify borrowing so<br>customers can access credit confidently.<br>Around 99% of loan applications are now<br>completed digitally. Credit card market share<br>has increased by one percentage point to 11%,<br>supported by the balances acquired from<br>Sainsbury’s Bank. Expanding our offering<br>to whole of market and strengthening our<br>presence across aggregator sites, attracted<br>over 700,000 new customers since launch.<br>More than 60% of customers accessed Know<br>Your Credit Score to help them take control of<br>their credit health, and over 3.5 million spending<br>insights were delivered to our customers.<br>Helping customers to save, invest and manage<br>their money remained central to us being their<br>trusted partner. Competitive savings products<br>and simple in-app journeys led to 1.3 million<br>new savings accounts being opened in 2025.<br>Our investment proposition also expanded,<br>with more than 170,000 Retail Banking<br>customers investing through NatWest Invest.<br>We supported more people on their journey<br>to owning a new home in 2025. We helped<br>50,000 first-time buyers onto the property<br>ladder, with our new Family-Backed Mortgage<br>and Shared Ownership options opening the<br>door for many who would have otherwise<br>struggled to buy alone. And we made the<br>home-buying journey faster, with average<br>application times reduced by 30%. We also<br>expanded access to buy-to-let mortgages<br>through a new strategic partnership with<br>Landbay delivering solutions for landlords and<br>investors operating through limited companies.<br>Simplifying processes to provide<br>better customer experiences<br>We simplified our technology estate, and<br>improved our ability to scale, by moving to a<br>single online banking platform. Our mortgage<br>platform improvements reduced the time<br>required to change the rate we offer<br>customers to two days at the end of 2025. In<br>addition, new deployment capabilities allowed<br>us to release banking app changes as soon as<br>they are ready, rather than monthly. We have<br>also reduced legacy telephony systems so<br>that customers experience a more reliable,<br>consistent service every time they bank with us.<br>In 2025, we launched our real-time fraud<br>self-service, allowing customers to take<br>immediate, informed action to protect<br>themselves, giving them greater peace of<br>mind and reducing call volumes. This helped<br>lift our fraud Net Promoter Score® (NPS) to<br>+60 and reduced fraud-related call volumes<br>by around half. Our overall fraud-prevention<br>performance remained sector-leading, and<br>we continued to rank first among UK banks in<br>the Payment Systems Regulator league tables.<br>Customers’ expectations continue to evolve<br>at pace and we are using AI to create a more<br>connected, agile, and personalised experience<br>for our customers. Cora, our virtual assistant,<br>handled millions of conversations each month,<br>giving customers quick, easy access to help<br>whenever they needed it. We are also<br>leveraging AI to remove complexity for<br>colleagues, saving over 70,000 hours through<br>automated call and chat summaries and<br>another 17,500 hours through faster, high-quality complaint responses. Colleagues<br>completed over 20,000 hours of AI learning<br>in 2025 and more than 12,000 engineers<br>bankwide now have access to AI coding<br>assistants, supporting efficiency and faster<br>feature deployment.<br>Our priorities for 2026<br>Our ambition is to help customers build<br>financial confidence and achieve their goals<br>with greater certainty. We aim to grow by<br>deepening relationships across youth, families<br>and affluent segments. As part of this, we have<br>made a £10 billion commitment to support<br>first-time buyers in 2026. We plan to grow<br>Premier Banking customers to one million and<br>treble the number of Retail Banking customers<br>investing with us from 170,000 to over 500,000.<br>We plan to invest in modern, intuitive digital<br>experiences alongside our national and local<br>presence to deliver a simpler, smarter, and<br>more personalised banking experience, reducing<br>our cost:income ratio below 40% by 2028.<br>Spotlight<br>Helping families open doors:<br>NatWest Group’s innovative<br>mortgage solution<br>NatWest Group remains committed to responsible lending, aiming<br>to help more people achieve home ownership with confidence<br>and security. To support first-time buyers in entering the property<br>market sooner, NatWest Group launched the Family-Backed<br>Mortgage in April 2025, with over £300 million of lending<br>delivered by December 2025.<br>This product allows eligible customers to apply for a joint mortgage<br>with a family member or friend while retaining sole ownership<br>of the home. Known as a Joint Borrower Sole Proprietor (JBSP)<br>mortgage, it combines the incomes of both parties, increasing<br>the borrower’s capacity to secure a larger mortgage. Notably,<br>the Family-Backed Mortgage doesn’t require the non-owner<br>to contribute a deposit or hold any ownership rights.<br>We believe this is another innovative way in which we have<br>responded to the needs of our customers, creating new pathways<br>to home ownership and supporting a 1.9 percentage-point<br>year-on-year increase in our share of the first-time buyer<br>new business market.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2626
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Business performance review continued<br>We also worked to simplify borrowing so<br>customers can access credit confidently.<br>Around 99% of loan applications are now<br>completed digitally. Credit card market share<br>has increased by one percentage point to 11%,<br>supported by the balances acquired from<br>Sainsbury’s Bank. Expanding our offering<br>to whole of market and strengthening our<br>presence across aggregator sites, attracted<br>over 700,000 new customers since launch.<br>More than 60% of customers accessed Know<br>Your Credit Score to help them take control of<br>their credit health, and over 3.5 million spending<br>insights were delivered to our customers.<br>Helping customers to save, invest and manage<br>their money remained central to us being their<br>trusted partner. Competitive savings products<br>and simple in-app journeys led to 1.3 million<br>new savings accounts being opened in 2025.<br>Our investment proposition also expanded,<br>with more than 170,000 Retail Banking<br>customers investing through NatWest Invest.<br>We supported more people on their journey<br>to owning a new home in 2025. We helped<br>50,000 first-time buyers onto the property<br>ladder, with our new Family-Backed Mortgage<br>and Shared Ownership options opening the<br>door for many who would have otherwise<br>struggled to buy alone. And we made the<br>home-buying journey faster, with average<br>application times reduced by 30%. We also<br>expanded access to buy-to-let mortgages<br>through a new strategic partnership with<br>Landbay delivering solutions for landlords and<br>investors operating through limited companies.<br>Simplifying processes to provide<br>better customer experiences<br>We simplified our technology estate, and<br>improved our ability to scale, by moving to a<br>single online banking platform. Our mortgage<br>platform improvements reduced the time<br>required to change the rate we offer<br>customers to two days at the end of 2025. In<br>addition, new deployment capabilities allowed<br>us to release banking app changes as soon as<br>they are ready, rather than monthly. We have<br>also reduced legacy telephony systems so<br>that customers experience a more reliable,<br>consistent service every time they bank with us.<br>In 2025, we launched our real-time fraud<br>self-service, allowing customers to take<br>immediate, informed action to protect<br>themselves, giving them greater peace of<br>mind and reducing call volumes. This helped<br>lift our fraud Net Promoter Score® (NPS) to<br>+60 and reduced fraud-related call volumes<br>by around half. Our overall fraud-prevention<br>performance remained sector-leading, and<br>we continued to rank first among UK banks in<br>the Payment Systems Regulator league tables.<br>Customers’ expectations continue to evolve<br>at pace and we are using AI to create a more<br>connected, agile, and personalised experience<br>for our customers. Cora, our virtual assistant,<br>handled millions of conversations each month,<br>giving customers quick, easy access to help<br>whenever they needed it. We are also<br>leveraging AI to remove complexity for<br>colleagues, saving over 70,000 hours through<br>automated call and chat summaries and<br>another 17,500 hours through faster, high-quality complaint responses. Colleagues<br>completed over 20,000 hours of AI learning<br>in 2025 and more than 12,000 engineers<br>bankwide now have access to AI coding<br>assistants, supporting efficiency and faster<br>feature deployment.<br>Our priorities for 2026<br>Our ambition is to help customers build<br>financial confidence and achieve their goals<br>with greater certainty. We aim to grow by<br>deepening relationships across youth, families<br>and affluent segments. As part of this, we have<br>made a £10 billion commitment to support<br>first-time buyers in 2026. We plan to grow<br>Premier Banking customers to one million and<br>treble the number of Retail Banking customers<br>investing with us from 170,000 to over 500,000.<br>We plan to invest in modern, intuitive digital<br>experiences alongside our national and local<br>presence to deliver a simpler, smarter, and<br>more personalised banking experience, reducing<br>our cost:income ratio below 40% by 2028.<br>Spotlight<br>Helping families open doors:<br>NatWest Group’s innovative<br>mortgage solution<br>NatWest Group remains committed to responsible lending, aiming<br>to help more people achieve home ownership with confidence<br>and security. To support first-time buyers in entering the property<br>market sooner, NatWest Group launched the Family-Backed<br>Mortgage in April 2025, with over £300 million of lending<br>delivered by December 2025.<br>This product allows eligible customers to apply for a joint mortgage<br>with a family member or friend while retaining sole ownership<br>of the home. Known as a Joint Borrower Sole Proprietor (JBSP)<br>mortgage, it combines the incomes of both parties, increasing<br>the borrower’s capacity to secure a larger mortgage. Notably,<br>the Family-Backed Mortgage doesn’t require the non-owner<br>to contribute a deposit or hold any ownership rights.<br>We believe this is another innovative way in which we have<br>responded to the needs of our customers, creating new pathways<br>to home ownership and supporting a 1.9 percentage-point<br>year-on-year increase in our share of the first-time buyer<br>new business market.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 26<br>Succeeding with customers<br>trusted customer<br>relationships<br>Case study – helping people manage their money<br>Building<br>When Olympic boxing medallist Lewis<br>Richardson reached out to NatWest Group<br>at the start of his professional career,<br>colleagues from the Business Banking and<br>Premier Banking team worked with him<br>to understand his unique requirements.<br>From assisting Lewis to swiftly open<br>a Business Banking account before<br>his first professional fight, to explaining<br>the full range of benefits of Premier<br>Banking, NatWest Group is helping this<br>professional athlete to turn his possibilities<br>into progress.<br>Now, with a dedicated team behind him<br>and tailored financial planning support,<br>Lewis confidently focuses on his boxing<br>career, knowing NatWest Group is a<br>trusted partner in his financial journey.<br>Our impact<br>Dedicated business<br>relationship<br>manager support.<br>Rapid Business<br>Banking account<br>opening.<br>Access to the full<br>range of Premier<br>Banking products<br>and investment<br>advice.<br>Colchester<br>Tara Cusack, NatWest Group Premier Banking Manager (left) and Lewis Richardson (right)<br>‘I’ve never felt in a better<br>place with my banking. The<br>support from NatWest feels too<br>good to be true. They really<br>understand me, my career, and<br>the financial challenges that<br>come with my profession’.<br>Lewis Richardson,<br>Olympic medallist and professional boxer<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2727
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Business performance review continued<br>Financial highlights<br>Total income<br>£1,131m<br>2024: £969m<br>Customer deposits<br>£42.7bn<br>2024: £42.4bn<br>Net loans to customers<br>£18.9bn<br>2024: £18.2bn<br>Return on equity<br>21.7%<br>2024: 14.2%<br>Operating profit<br>£394m<br>2024: £264m<br>AUMA<br>£58.5bn<br>2024: £48.9bn<br>Private Banking &<br>Wealth Management<br>‘In 2025, we built on our foundations for<br>sustainable growth and set clear strategic<br>priorities. Our clients remain at the heart of<br>everything we do, and we aim to deepen<br>our relationships with them every day<br>across banking, lending, financial planning<br>and investment management.’<br>Emma Crystal, CEO, Private Banking & Wealth Management<br>With over 330 years of experience in Private<br>Banking & Wealth Management, Coutts serves<br>UK-connected high and ultra-high-net-worth<br>individuals and their business interests. Our<br>comprehensive suite of services and products<br>– including banking, lending and wealth<br>management – are tailored to meet the diverse<br>needs of our clients. In addition, through our<br>investment products and services we meet the<br>needs of customers across NatWest Group.<br>Our focus and highlights in 2025<br>In 2025, we continued to be a trusted partner<br>for our clients. We managed £119.0 billion in<br>customer assets and liabilities (CAL), growing<br>balances by £10.5 billion during 2025. At the<br>end of 2025, we delivered a return on equity<br>of 21.7% and registered a two-point increase<br>in our Net Promoter Score® (NPS) which rose<br>to +50, underscoring the strength of our<br>client relationships and the value we create.<br>In 2025, we announced our ambition to be the<br>UK’s number one chosen partner for Private<br>Banking & Wealth Management. We developed<br>and implemented a more personalised and<br>structured engagement model, ensuring each<br>client has an experience which best meets<br>their needs. We also announced our refreshed<br>fee structure and enhanced our technical<br>infrastructure to support this. Our strong<br>relationships with the Retail Banking and<br>Commercial & Institutional business segments<br>continue to deepen, allowing us to offer the<br>best of NatWest Group to eligible clients.<br>Throughout 2025, we deepened relationships<br>with clients through proactive engagement,<br>including support around market uncertainty.<br>Our investment offering delivered strong<br>growth in 2025 as assets under management<br>and administration (AUMA) increased by<br>£9.6 billion, including £4.6 billion AUMA net<br>inflows, to £58.5 billion, which forms 49% of<br>our customer assets and liabilities. Our clients’<br>digital experience also continues to improve –<br>for example, through enhanced investment<br>reporting in our mobile app which allows clients<br>to more easily view their accounts and returns<br>over time – and is evidenced by our mobile<br>NPS, which rose to +54 at the end of 2025.<br>Putting technology to work<br>for clients<br>Simplifying our business to deliver efficiencies<br>and promote sustainable growth remains a<br>priority. We have commenced the transfer<br>of our technology operations and digital<br>engineering to alternative locations to optimise<br>costs whilst retaining our operating system<br>expertise where we find the highest level of<br>specialist knowledge. Our newly launched<br>client engagement workflow tool will<br>significantly reduce the time taken to<br>provide clients with straightforward advice.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2828
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Business performance review continued<br>Financial highlights<br>Total income<br>£1,131m<br>2024: £969m<br>Customer deposits<br>£42.7bn<br>2024: £42.4bn<br>Net loans to customers<br>£18.9bn<br>2024: £18.2bn<br>Return on equity<br>21.7%<br>2024: 14.2%<br>Operating profit<br>£394m<br>2024: £264m<br>AUMA<br>£58.5bn<br>2024: £48.9bn<br>Private Banking &<br>Wealth Management<br>‘In 2025, we built on our foundations for<br>sustainable growth and set clear strategic<br>priorities. Our clients remain at the heart of<br>everything we do, and we aim to deepen<br>our relationships with them every day<br>across banking, lending, financial planning<br>and investment management.’<br>Emma Crystal, CEO, Private Banking & Wealth Management<br>With over 330 years of experience in Private<br>Banking & Wealth Management, Coutts serves<br>UK-connected high and ultra-high-net-worth<br>individuals and their business interests. Our<br>comprehensive suite of services and products<br>– including banking, lending and wealth<br>management – are tailored to meet the diverse<br>needs of our clients. In addition, through our<br>investment products and services we meet the<br>needs of customers across NatWest Group.<br>Our focus and highlights in 2025<br>In 2025, we continued to be a trusted partner<br>for our clients. We managed £119.0 billion in<br>customer assets and liabilities (CAL), growing<br>balances by £10.5 billion during 2025. At the<br>end of 2025, we delivered a return on equity<br>of 21.7% and registered a two-point increase<br>in our Net Promoter Score® (NPS) which rose<br>to +50, underscoring the strength of our<br>client relationships and the value we create.<br>In 2025, we announced our ambition to be the<br>UK’s number one chosen partner for Private<br>Banking & Wealth Management. We developed<br>and implemented a more personalised and<br>structured engagement model, ensuring each<br>client has an experience which best meets<br>their needs. We also announced our refreshed<br>fee structure and enhanced our technical<br>infrastructure to support this. Our strong<br>relationships with the Retail Banking and<br>Commercial & Institutional business segments<br>continue to deepen, allowing us to offer the<br>best of NatWest Group to eligible clients.<br>Throughout 2025, we deepened relationships<br>with clients through proactive engagement,<br>including support around market uncertainty.<br>Our investment offering delivered strong<br>growth in 2025 as assets under management<br>and administration (AUMA) increased by<br>£9.6 billion, including £4.6 billion AUMA net<br>inflows, to £58.5 billion, which forms 49% of<br>our customer assets and liabilities. Our clients’<br>digital experience also continues to improve –<br>for example, through enhanced investment<br>reporting in our mobile app which allows clients<br>to more easily view their accounts and returns<br>over time – and is evidenced by our mobile<br>NPS, which rose to +54 at the end of 2025.<br>Putting technology to work<br>for clients<br>Simplifying our business to deliver efficiencies<br>and promote sustainable growth remains a<br>priority. We have commenced the transfer<br>of our technology operations and digital<br>engineering to alternative locations to optimise<br>costs whilst retaining our operating system<br>expertise where we find the highest level of<br>specialist knowledge. Our newly launched<br>client engagement workflow tool will<br>significantly reduce the time taken to<br>provide clients with straightforward advice.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 28<br>Business performance review continued<br>Additionally, the implementation of AI tools<br>has delivered notable efficiencies. For example,<br>by reducing call summarisation time by more<br>than 70% we have been able to increase the<br>amount of time spent speaking to our clients.<br>Enhancements to our client journeys in 2025<br>have created a smoother experience, including<br>streamlining our digital mortgage switch<br>journey, which has supported a nine<br>percentage-point increase in mortgage<br>retention since 2024.<br>Investing for the future<br>Simplifying our business<br>In December 2025, we announced an<br>agreement for the sale of our majority stake<br>in Cushon, a workplace savings and pensions<br>FinTech. This transaction is consistent with our<br>strategic priorities, as we focus on delivering<br>disciplined growth across NatWest Group,<br>while simplifying our bank and actively<br>managing our balance sheet to deliver<br>attractive returns. The sale is expected to<br>complete in the first half of 2026, subject<br>to regulatory approval. Cushon represents<br>£4.0 billion of assets under administration<br>(AUA) as at the end of 2025.<br>Our priorities for 2026<br>In 2026, we aim to deepen relationships with<br>clients by further enhancing our proposition,<br>with an emphasis on transforming how we<br>meet our clients’ investment needs, including<br>developing our digital propositions for customers<br>across NatWest Group. We plan to continue to<br>simplify our operational foundations for scalable<br>growth, investing in technology which further<br>improves our capabilities to enhance the client<br>experience and support our colleagues.<br>We’ll look to expand our business development<br>pipeline, using the existing network of prospective<br>clients across NatWest Group. This includes<br>supporting Retail Banking to achieve its goal<br>of trebling the number of customers investing<br>with us, and offering a personalised experience<br>to help customers achieve their financial goals.<br>This will continue to be enabled through<br>responsible and sustainable balance sheet<br>and risk management, alongside diversification<br>of income.<br>We remain committed to achieving the 2027<br>targets shared at our 2025 investor spotlight<br>event. These include intensifying our focus on<br>UK-connected high and ultra-high-net-worth<br>clients, both new and existing, and to increase<br>the number of clients with £3 million+ CAL by<br>around 20%(2). In addition, we’ll aim to treble<br>the number of Commercial & Institutional<br>customer referrals, and broaden and enhance<br>our investment management proposition for<br>our clients, as well as further extending it to<br>customers across NatWest Group.<br>(1) Climate and sustainable funding and financing and climate and transition finance represent only a relatively small proportion of our<br>overall funding, financing and facilitation activities.<br>(2) Excluding impact of Evelyn Partners acquisition.<br>Spotlight<br>Coutts website<br>relaunch: improving the<br>customer experience<br>This incorporated its refreshed brand and visual identity as well<br>as enhanced functionality to improve user experience, resulting<br>in a 128% increase in overall site accessibility and usability.<br>Site security and usability were prioritised, with a new client log-in<br>process and a redesigned insights section – the latter providing<br>access to much richer content, including our new programme of<br>investment and wealth planning insights, and thought leadership.<br>The new site has resonated well with clients, evidenced by the<br>average browsing time for content more than doubling. In the first<br>four weeks after launch, monthly visits were up 41%, and 79% of<br>clients that we surveyed responded that they love the new look<br>and feel, layout and navigation of the website.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 2929<br>Our ambition for our financed emissions and<br>assets under management to be net zero<br>by 2050 is dependent on external factors.<br>We have continued to support our clients with<br>£196 million of climate and sustainable funding<br>and financing(1) during the first half of 2025 and<br>£199 million climate and transition finance(1)<br>in the second half of 2025. For investments,<br>50% of our managed assets were considered<br>portfolio aligned as at 31 December 2025. In<br>2025, we reviewed our responsible investing<br>approach, including our climate ambitions, to<br>ensure alignment with customer needs and<br>market standards. Following the review, we<br>have withdrawn portfolio alignment from our<br>entity level 2030 ambitions, recognising a lack<br>of market consensus on how to define portfolio<br>alignment within a wealth management<br>context. We have retained our 2030 Weighted<br>Average Carbon Intensity (WACI) ambition,<br>which reflects market best practice and<br>continues to provide a standardised measure<br>through which we can monitor progress<br>towards our net zero by 2050 ambition.<br>Coutts relaunched its website in November 2025.
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NatWest Group supported Be.EV – a<br>fast-growing, mid-market electric vehicle<br>(EV) charging network – by using our<br>extensive infrastructure roll out experience<br>to tailor a flexible financing solution. Acting<br>as one of two lenders and the sole UK<br>bank, NatWest Group financed Be.EV’s<br>capital expenditure to deploy around 600<br>new charge points across the country.<br>With teams in London and Manchester,<br>we provided comprehensive services<br>including interest rate hedging, agency<br>and security trustee roles, and<br>transactional banking. Beyond funding,<br>NatWest Group offered guidance on<br>business planning, operational controls,<br>and future refinancing, establishing<br>ourselves as a trusted partner supporting<br>Be.EV’s growth and long-term success.<br>Our impact<br>Financing the roll<br>out of around 600<br>new EV charge<br>points.<br>Guidance<br>in establishing<br>a bankable<br>business plan.<br>Funding for critical<br>sectors within the<br>UK economy.<br>Manchester<br>growth in<br>the UK’s EV<br>infrastructure<br>Case study – supporting balanced UK growth<br>Powering<br>Madeleine Mullane, Vice President, NatWest Group Structured Finance team (left) and Asif Ghafoor (right)<br>‘The support from NatWest has<br>been very important for Be.EV.<br>At this early stage of the<br>company’s growth, we want to<br>work with a banking partner that<br>can adapt and evolve as we’re<br>evolving. Thanks to the financing<br>we’ve received, we’ve been able to<br>roll out charging infrastructure<br>rapidly across the UK.’<br>Asif Ghafoor, CEO, Be.EV<br>Succeeding with customers<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3030
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NatWest Group supported Be.EV – a<br>fast-growing, mid-market electric vehicle<br>(EV) charging network – by using our<br>extensive infrastructure roll out experience<br>to tailor a flexible financing solution. Acting<br>as one of two lenders and the sole UK<br>bank, NatWest Group financed Be.EV’s<br>capital expenditure to deploy around 600<br>new charge points across the country.<br>With teams in London and Manchester,<br>we provided comprehensive services<br>including interest rate hedging, agency<br>and security trustee roles, and<br>transactional banking. Beyond funding,<br>NatWest Group offered guidance on<br>business planning, operational controls,<br>and future refinancing, establishing<br>ourselves as a trusted partner supporting<br>Be.EV’s growth and long-term success.<br>Our impact<br>Financing the roll<br>out of around 600<br>new EV charge<br>points.<br>Guidance<br>in establishing<br>a bankable<br>business plan.<br>Funding for critical<br>sectors within the<br>UK economy.<br>Manchester<br>growth in<br>the UK’s EV<br>infrastructure<br>Case study – supporting balanced UK growth<br>Powering<br>Madeleine Mullane, Vice President, NatWest Group Structured Finance team (left) and Asif Ghafoor (right)<br>‘The support from NatWest has<br>been very important for Be.EV.<br>At this early stage of the<br>company’s growth, we want to<br>work with a banking partner that<br>can adapt and evolve as we’re<br>evolving. Thanks to the financing<br>we’ve received, we’ve been able to<br>roll out charging infrastructure<br>rapidly across the UK.’<br>Asif Ghafoor, CEO, Be.EV<br>Succeeding with customers<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 30<br>Business performance review continued<br>Financial highlights<br>Total income<br>£8,809m<br>2024: £7,957m<br>Customer deposits<br>£196.4bn<br>2024: £194.1bn<br>Net loans to customers<br>£154.2bn<br>2024: £141.9bn<br>Return on equity<br>19.1%<br>2024: 17.2%<br>Operating profit<br>£4,064m<br>2024: £3,585m<br>Risk-weighted assets<br>£111.9bn<br>2024: £104.7bn<br>Commercial & Institutional<br>‘We will support UK-wide growth by backing<br>regions, championing mid-sized businesses,<br>investing in future infrastructure, and<br>supporting entrepreneurs and innovators<br>to thrive across dynamic businesses<br>and sectors.’<br>Robert Begbie, CEO, Commercial & Institutional<br>As the biggest bank for businesses in<br>the UK, Commercial & Institutional serves<br>over 1.5 million customers with an extensive<br>presence across all regions and nations of the<br>UK. From start-ups to global institutions, we<br>connect our customers with expertise, industry<br>insights and the solutions they need.<br>Our focus in 2025<br>We are a leading UK bank for mid-market<br>businesses and small and medium-sized<br>enterprises (SMEs), serving one in every five<br>small and mid-market businesses across the<br>UK. Our unparalleled network of relationship<br>managers, local insight, and commitment to<br>simplifying and enhancing value, from banking<br>technology to digital interactions, sets us apart<br>as we deepen existing customer connections<br>and build new ones across all our segments.<br>Supporting innovation<br>Innovation is a fundamental driver of sustainable<br>growth for the UK, and we provide the services,<br>expertise, and networks that help businesses to<br>turn their ideas from possibilities into progress.<br>Doing so allows us to directly contribute to a<br>stronger, more dynamic UK economy.<br>2025 marked the tenth anniversary of our<br>NatWest Accelerator network for entrepreneurs.<br>Since 2015, this programme has helped create<br>over 12,000 jobs and facilitate £684 million<br>in investment for businesses. In 2025, we<br>significantly expanded our Accelerator community<br>to more than 12,000 members. Extending<br>beyond financial support, our Accelerator<br>Hubs offer full wraparound support to help<br>businesses take the next step in their journey.<br>Universities also play an important role as<br>innovation incubators and powerful engines of<br>growth for the UK, as reflected in the Industrial<br>Strategy. In November 2025, we agreed to<br>open new Accelerators with four leading<br>universities, and plan to expand to ten by 2027.<br>In parallel, we are strengthening our Venture<br>Banking team to support the country’s most<br>innovative, venture-backed scale-ups with<br>customised financial solutions and<br>strategic expertise.<br>Removing barriers to investment<br>Our ability to remove barriers for our mid-market customers remains a core part of the<br>value we deliver. In 2025, our CEO convened<br>the first four meetings of the Mid-Market<br>Growth Council, underlining our commitment<br>to increasing connectivity and advocacy in<br>this vital sector.<br>We continued to work with our customers to<br>unlock growth aligned to key structural and<br>policy priorities in the UK, particularly social<br>housing and infrastructure investment. In 2025,<br>we committed £4.6 billion of lending in to<br>the UK social housing sector, taking total<br>commitments to £8.7 billion – surpassing our<br>upgraded ambition of £7.5 billion by the end of<br>2026. We’re going further; our new ambition is<br>£10 billion between 1 January 2026 and the<br>end of 2028. At the same time, we retained<br>our position as the number one lender to the<br>UK infrastructure sector, completing more<br>deals in 2025 than any other UK bank.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3131
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Business performance review continued<br>Spotlight<br>Simplifying payments<br>for enterprises: NatWest<br>Group partners with Prommt<br>Many businesses still depend on manual bank transfers or card<br>payments that can come with high fees, fraud risks, and slow<br>processing times. We partnered with Prommt in August 2025,<br>to give customers greater control, efficiency, and simplicity in<br>managing payments.<br>Prommt is a leading pay-by-link platform that combines our<br>business payment solutions Payit and Tyl into a single seamless<br>solution for enterprise clients. By merging the speed and security<br>of open banking with the flexibility of card payments, we’re giving<br>businesses a smarter, faster, and safer way to collect payments.<br>Our customers now benefit from a smarter selection of the best<br>payment methods based on transaction value, and enterprise-ready features such as branded payment requests and recurring<br>payments. We have also strengthened security through bank-authenticated payments.<br>Making banking simpler<br>We improved flexibility and convenience for<br>our small business customers by increasing<br>domestic payment limits from £100,000 to<br>£250,000 on our mobile app, online banking<br>and Open Banking. We also expanded credit<br>card functionality, empowering businesses to<br>optimise cash flow. Our digital-only proposition<br>for the self-employed, Mettle, debuted strongly<br>in the Competition and Markets Authority<br>satisfaction survey, ranking second overall<br>and scoring highly across all categories.<br>For our mid-market and corporate customers,<br>we have made significant progress in updating<br>our main digital channel, Bankline. We have<br>now integrated our asset finance, trade<br>finance, invoice finance, BACS, commercial<br>cards and Agile Markets platforms into<br>Bankline via single sign-on, making it easier<br>for customers to access these products.<br>We modernised critical features our clients<br>need for complex payments and account<br>management, which have been used<br>more than one million times in 2025.<br>For our corporate clients, we were recognised<br>as the ‘UK’s Best FX Bank for Corporates’ and<br>‘UK’s Best FX Prime Brokerage’ in the 2025<br>Euromoney Foreign Exchange Awards. As well<br>as integration of Agile Markets into Bankline,<br>we enhanced digital products for automated<br>settlement, and expanded our markets foreign<br>exchange offering to over 130 currencies.<br>Working towards a more<br>sustainable future<br>Supporting the shift to a more sustainable<br>future remains a core priority for our business.<br>In Q1 2025, NatWest Group exceeded its target<br>to provide £100 billion of climate and sustainable<br>funding and financing between 1 July 2021 and<br>the end of 2025. Commercial & Institutional<br>delivered £95 billion against this target. Looking<br>ahead, Commercial & Institutional will continue<br>to play a critical role for NatWest Group to<br>achieve its new target to provide £200 billion<br>in climate and transition finance between<br>1 July 2025 and the end of 2030.<br>Our efforts supporting customers earned two<br>awards at the Environmental Finance Bond<br>Awards 2025 – ‘Lead manager of the year,<br>green bonds – sovereigns’ and ‘Lead manager<br>of the year, social bonds – financial institutions’.<br>We supported Électricité de France (EDF)<br>update its green finance framework to include<br>UK nuclear power activities and subsequently<br>acted as a bookrunner for EDF’s €1.25 billion<br>green hybrid bond issued to support European<br>nuclear power generation.<br>Our priorities for 2026<br>In 2026, we plan to accelerate our strategy.<br>Our objective is to be the bank of choice in<br>our priority segments: the leading bank for<br>Startups; a leading hub for the UK Innovation<br>Economy; and the top bank for UK mid-market<br>corporates. We aim to create integrated<br>propositions with other NatWest Group<br>businesses and support entrepreneurs from<br>start-up to scale-up, while meeting their<br>personal financial needs.<br>We plan to continue to invest in technology<br>to make banking simpler and strengthen<br>customer relationships. This includes equipping<br>relationship managers with AI-enabled tools,<br>enhancing Bankline as a leading digital platform,<br>and expanding more digital journeys with<br>increased product and self-service capabilities.<br>We aim to strengthen our balance sheet and<br>risk management with flexible capital allocation,<br>dynamic pricing capabilities, disciplined resource<br>management and expanded distribution<br>capabilities to increase capital velocity.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3232<br>We continued to leverage technology to<br>make banking simpler and more rewarding<br>for our customers. 84.5%(1) our customers<br>primarily use digital channels to interact with<br>us, enabling our front-line teams to focus their<br>support where customers most value it. We also<br>deployed new generative AI technology, for<br>the benefit of our customers and colleagues.<br>For example, all complaint calls are now<br>summarised and transcribed by AI, this means<br>we have a clearer and accurate record of the<br>conversation enabling us to answer complaints<br>faster and improve services. In Business Banking,<br>AI summarisation is helping more than 200<br>colleagues save time and increase capacity<br>for more impactful customer interactions.<br>(1) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s that<br>access their account 95% or higher through digital channels for three rolling months in the<br>reporting period ending 31 December 2025.
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Business performance review continued<br>Spotlight<br>Simplifying payments<br>for enterprises: NatWest<br>Group partners with Prommt<br>Many businesses still depend on manual bank transfers or card<br>payments that can come with high fees, fraud risks, and slow<br>processing times. We partnered with Prommt in August 2025,<br>to give customers greater control, efficiency, and simplicity in<br>managing payments.<br>Prommt is a leading pay-by-link platform that combines our<br>business payment solutions Payit and Tyl into a single seamless<br>solution for enterprise clients. By merging the speed and security<br>of open banking with the flexibility of card payments, we’re giving<br>businesses a smarter, faster, and safer way to collect payments.<br>Our customers now benefit from a smarter selection of the best<br>payment methods based on transaction value, and enterprise-ready features such as branded payment requests and recurring<br>payments. We have also strengthened security through bank-authenticated payments.<br>Making banking simpler<br>We continued to leverage technology to<br>make banking simpler and more rewarding<br>for our customers. 84.5%(1)(LA) of our customers<br>primarily use digital channels to interact with<br>us, enabling our front-line teams to focus their<br>support where customers most value it. We also<br>deployed new generative AI technology, for<br>the benefit of our customers and colleagues.<br>For example, all complaint calls are now<br>summarised and transcribed by AI, this means<br>we have a clearer and accurate record of the<br>conversation enabling us to answer complaints<br>faster and improve services. In Business Banking,<br>AI summarisation is helping more than 200<br>colleagues save time and increase capacity<br>for more impactful customer interactions.<br>We improved flexibility and convenience for<br>our small business customers by increasing<br>domestic payment limits from £100,000 to<br>£250,000 on our mobile app, online banking<br>and Open Banking. We also expanded credit<br>card functionality, empowering businesses to<br>optimise cash flow. Our digital-only proposition<br>for the self-employed, Mettle, debuted strongly<br>in the Competition and Markets Authority<br>satisfaction survey, ranking second overall<br>and scoring highly across all categories.<br>For our mid-market and corporate customers,<br>we have made significant progress in updating<br>our main digital channel, Bankline. We have<br>now integrated our asset finance, trade<br>finance, invoice finance, BACS, commercial<br>cards and Agile Markets platforms into<br>Bankline via single sign-on, making it easier<br>for customers to access these products.<br>We modernised critical features our clients<br>need for complex payments and account<br>management, which have been used<br>more than one million times in 2025.<br>For our corporate clients, we were recognised<br>as the ‘UK’s Best FX Bank for Corporates’ and<br>‘UK’s Best FX Prime Brokerage’ in the 2025<br>Euromoney Foreign Exchange Awards. As well<br>as integration of Agile Markets into Bankline,<br>we enhanced digital products for automated<br>settlement, and expanded our markets foreign<br>exchange offering to over 130 currencies.<br>Working towards a more<br>sustainable future<br>Supporting the shift to a more sustainable<br>future remains a core priority for our business.<br>In Q1 2025, NatWest Group exceeded its target<br>to provide £100 billion of climate and sustainable<br>funding and financing between 1 July 2021 and<br>the end of 2025. Commercial & Institutional<br>delivered £95 billion against this target. Looking<br>ahead, Commercial & Institutional will continue<br>to play a critical role for NatWest Group to<br>achieve its new target to provide £200 billion<br>in climate and transition finance between<br>1 July 2025 and the end of 2030.<br>Our efforts supporting customers earned two<br>awards at the Environmental Finance Bond<br>Awards 2025 – ‘Lead manager of the year,<br>green bonds – sovereigns’ and ‘Lead manager<br>of the year, social bonds – financial institutions’.<br>We supported Électricité de France (EDF)<br>update its green finance framework to include<br>UK nuclear power activities and subsequently<br>acted as a bookrunner for EDF’s €1.25 billion<br>green hybrid bond issued to support European<br>nuclear power generation.<br>Our priorities for 2026<br>In 2026, we plan to accelerate our strategy.<br>Our objective is to be the bank of choice in<br>our priority segments: the leading bank for<br>Startups; a leading hub for the UK Innovation<br>Economy; and the top bank for UK mid-market<br>corporates. We aim to create integrated<br>propositions with other NatWest Group<br>businesses and support entrepreneurs from<br>start-up to scale-up, while meeting their<br>personal financial needs.<br>We plan to continue to invest in technology<br>to make banking simpler and strengthen<br>customer relationships. This includes equipping<br>relationship managers with AI-enabled tools,<br>enhancing Bankline as a leading digital platform,<br>and expanding more digital journeys with<br>increased product and self-service capabilities.<br>We aim to strengthen our balance sheet and<br>risk management with flexible capital allocation,<br>dynamic pricing capabilities, disciplined resource<br>management and expanded distribution<br>capabilities to increase capital velocity.<br>(1) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s that<br>access their account 95% or higher through digital channels for three rolling months in the<br>reporting period ending 31 December 2025. Read more on the scope of measurement in our 2025<br>Sustainability Basis of Reporting. Read more on the scope of measurement in 2025 Sustainability<br>Basis of Reporting.<br>Metric subject to independent Limited Assurance by EY. Refer to page 71 for details.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 32<br>Our stakeholders<br>Investors Customers Colleagues<br>We have a global engagement programme servicing<br>our institutional equity and fixed-income investors,<br>and private shareholders. We actively engaged with<br>prospective investors during 2025, particularly as the<br>UK Government exited its position in NatWest Group.<br>We know that our success depends on the success of<br>our customers. We want to understand their challenges,<br>ambitions, financial objectives and concerns, and help<br>them progress towards their goals by providing the<br>right services at the right time.<br>By supporting our colleagues in what they do and by<br>striving to make NatWest Group a great place to work,<br>we provide them with the capabilities they need to<br>succeed with customers.<br>How we engaged<br> • In 2025, we delivered a total shareholder return<br>of 71.0%.<br> • We held 370 meetings with equity investors and<br>270 meetings with fixed-income investors in 2025,<br>attracting further investment by global equity funds,<br>while maintaining strong relationships with our<br>existing shareholders.<br> • In addition to our quarterly results updates, we<br>hosted three investor spotlights, offering a deep<br>dive into NatWest Group’s core businesses: Retail<br>Banking, Private Banking & Wealth Management, and<br>Commercial & Institutional. Investors and analysts<br>were given an opportunity to engage with senior<br>management and discuss their priorities and<br>ambitions for the businesses.<br> • We continued to adapt to the challenge of how<br>investors access shareholder information in different<br>ways. This included ongoing consideration of investors’<br>increasing use of AI search.<br>How we engaged<br> • Following the 2024 transaction to acquire the retail<br>banking assets and liabilities of Sainsbury’s Bank,<br>NatWest Group successfully completed the migration<br>of around one million accounts in November 2025.<br>To help ensure the transitioning customers were kept<br>informed throughout the process, NatWest Group<br>worked with the FCA and Sainsbury’s Bank on<br>engagement plans and established a dedicated<br>phone number to support new customers.<br> • We responded to requests from Coutts clients in<br>2025 by enhancing key features in the Coutts app<br>and Coutts online banking – introducing valuation,<br>performance charts and the latest investment<br>insight articles.<br> • In April 2025, we extended the Business Banking<br>Lending Journey to customers supported by<br>our regional relationship manager (RRM) teams.<br>RRM customers can now self-serve 24/7, receive<br>personalised quotes in under three minutes, and<br>complete applications in as little as 10 minutes.<br>How we engaged<br> • Our colleague listening strategy in 2025 included:<br>regular colleague opinion surveys; a Colleague<br>Advisory Panel, connected directly with our Board;<br>the Colleague Experience Squad, which provided<br>feedback on colleague products and services;<br>and Engage, our internal social media platform.<br> • The Our View colleague survey, enables us to track<br>metrics and key performance indicators, which we<br>can benchmark with sector and high-performing<br>comparisons. Over 50,000 colleagues (an 83%<br>participant rate) participated in our September<br>2025 survey.(1)<br> • We have continued to make progress in some key<br>areas, with our overall scores up by an average of<br>one point year on year. Our lead strategic measures<br>– Strategy, vision and behaviours (+2), Purposeful<br>leadership (+1), Performance culture (+1), and<br>Becoming a Simpler Bank (+2) – have all improved.<br>However, we acknowledge we still have work to do<br>to generate greater efficiency in our processes to<br>best support our customers.<br>Refer to Our investment case on pages 16-17. For our Net Promoter Scores, refer to page 35. Refer to Skilled, engaged and inclusive workforce<br>on pages 59 to 63.<br>(1) NatWest Group Our View results exclude our colleagues in Ulster Bank RoI, Poland & FreeAgent.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3333<br>Understanding and supporting our stakeholders is vital to the success of our business. Detailed below are our key stakeholder<br>engagements and how they help us improve outcomes for our customers, communities, and the environment. For further<br>information on how stakeholder considerations influenced the Board’s discussions and decision-making, refer to our section<br>172(1) statement on pages 36 and 37, and our Corporate governance report on pages 100 to 101.
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Our stakeholders continued<br>Communities Regulators Suppliers<br>As a leading bank in the UK, we believe we can make a<br>real and positive difference to the communities we live<br>and do business in.<br>We operate in a highly regulated market which<br>continues to evolve. We understand the need to have<br>an ongoing, constructive and open dialogue with all<br>relevant regulatory bodies and embed this in our<br>business as a priority.<br>We are committed to creating a diverse and responsible<br>supply chain, being fair and transparent with our<br>suppliers and to reach net zero by 2050 across<br>our operational value chain.<br>How we engaged<br> • We established and built relationships, with direct<br>community investment of £11.0 million in 2025.<br>Across our fundraising and volunteering programmes,<br>colleagues raised £4.4 million and gave 142,775<br>volunteering hours. As well as our network of regional<br>managers, our seven Regional Boards are also deeply<br>connected into cities, towns and communities across<br>all nations and regions of the UK.<br> • We supported enterprise and engaged young<br>people: our Accelerator app supported over 12,000<br>small business at the end of 2025. Through our youth<br>educational programme, NatWest Thrive, we reached<br>over one million young people across the UK in 2025,<br>with 80% reporting a positive change in behaviour<br>towards their financial wellbeing after participation.<br> • Empowering financial confidence: our free<br>Financial Foundations workshops are designed to help<br>participants take control of their money and future.<br>In 2025, our trained bank facilitators delivered 1,500<br>workshops to 31,000 participants.<br>How we engaged<br> • We worked closely with policymakers to support the<br>UK Government’s drive for economic growth, which<br>included FCA proposals for a targeted support model<br>that aims to narrow the ‘advice gap’ between generic<br>guidance and affordable financial advice, and deliver<br>improved retail investment opportunities.<br> • During 2025 we responded to material<br>consultations, including FCA proposals on reforming<br>the Financial Ombudsman Service, Senior Managers<br>& Certification Regime, and Consumer Credit Act, as<br>well as proposals on the regulatory treatment of UK<br>stablecoins and new, more customer-focused,<br>mortgage rules.<br> • With regard to developing the UK’s capital<br>framework, we continued to engage with the<br>authorities to promote an approach that shifts<br>the balance towards supporting economic growth,<br>while maintaining proportionate risk management.<br>How we engaged<br> • We introduced a new AI-powered sustainability risk<br>tool that enables NatWest Group to proactively assess<br>and manage supplier risks. It integrates multi-source<br>data and risk modelling to heatmap suppliers, identify<br>emerging risks, and enhance transparency supporting<br>regulatory compliance.<br> • NatWest Group received the Gold Award from the<br>Office of the Small Business Commissioner under the<br>Fair Payment Code, recognising our commitment to<br>ethical business and SME support. The award is given<br>to organisations that pay over 95% of invoices within<br>30 days.<br> • A challenge for our supply chain in 2025 was to<br>strengthen sourcing and contracting controls,<br>improving consistency in supplier due diligence and<br>contract adequacy checks. Enhancements to toolkits,<br>guidance and data validation helped reduce risk and<br>improve governance for the supply chain.<br>Refer to Supporting customers and communities through our Refer to the Driving a culture of integrity and responsible risk<br>management on pages 64 to 66.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3434<br>Refer to the Risk overview on pages 72 to 77.<br>banking products and services on pages 41 to 44.
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Our stakeholders continued<br>Communities Regulators Suppliers<br>As a leading bank in the UK, we believe we can make a<br>real and positive difference to the communities we live<br>and do business in.<br>We operate in a highly regulated market which<br>continues to evolve. We understand the need to have<br>an ongoing, constructive and open dialogue with all<br>relevant regulatory bodies and embed this in our<br>business as a priority.<br>We are committed to creating a diverse and responsible<br>supply chain, being fair and transparent with our<br>suppliers and to reach net zero by 2050 across<br>our operational value chain.<br>How we engaged<br>• We established and built relationships, with direct<br>community investment of £11.0 million in 2025.<br>Across our fundraising and volunteering programmes,<br>colleagues raised £4.4 million and gave 142,775<br>volunteering hours. As well as our network of regional<br>managers, our seven Regional Boards are also deeply<br>connected into cities, towns and communities across<br>all nations and regions of the UK.<br>• We supported enterprise and engaged young<br>people: our Accelerator app supported over 12,000<br>small business at the end of 2025. Through our youth<br>educational programme, NatWest Thrive, we reached<br>over one million young people across the UK in 2025,<br>with 80% reporting a positive change in behaviour<br>towards their financial wellbeing after participation.<br>• Empowering financial confidence: our free<br>Financial Foundations workshops are designed to help<br>participants take control of their money and future.<br>In 2025, our trained bank facilitators delivered 1,500<br>workshops to 31,000 participants.<br>How we engaged<br>• We worked closely with policymakers to support the<br>UK Government’s drive for economic growth, which<br>included FCA proposals for a targeted support model<br>that aims to narrow the ‘advice gap’ between generic<br>guidance and affordable financial advice, and deliver<br>improved retail investment opportunities.<br>• During 2025 we responded to material<br>consultations, including FCA proposals on reforming<br>the Financial Ombudsman Service, Senior Managers<br>& Certification Regime, and Consumer Credit Act, as<br>well as proposals on the regulatory treatment of UK<br>stablecoins and new, more customer-focused,<br>mortgage rules.<br>• With regard to developing the UK’s capital<br>framework, we continued to engage with the<br>authorities to promote an approach that shifts<br>the balance towards supporting economic growth,<br>while maintaining proportionate risk management.<br>How we engaged<br>• We introduced a new AI-powered sustainability risk<br>tool that enables NatWest Group to proactively assess<br>and manage supplier risks. It integrates multi-source<br>data and risk modelling to heatmap suppliers, identify<br>emerging risks, and enhance transparency supporting<br>regulatory compliance.<br>• NatWest Group received the Gold Award from the<br>Office of the Small Business Commissioner under the<br>Fair Payment Code, recognising our commitment to<br>ethical business and SME support. The award is given<br>to organisations that pay over 95% of invoices within<br>30 days.<br>• A challenge for our supply chain in 2025 was to<br>strengthen sourcing and contracting controls,<br>improving consistency in supplier due diligence and<br>contract adequacy checks. Enhancements to toolkits,<br>guidance and data validation helped reduce risk and<br>improve governance for the supply chain.<br>Refer to Supporting customers and communities through our<br>banking products and services on pages 41 to 44.<br>Refer to the Risk overview on pages 74 to 79. Refer to the Driving a culture of integrity and responsible risk<br>management on pages 64 to 66.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 34<br>Our stakeholders continued<br>Spotlight<br>Building customer trust and advocacy<br>Measuring customer advocacy through our Net Promoter Score<br>We track customer advocacy for our key brands using the Net Promoter Score® (NPS), a commonly used metric in the banking industry globally.(1)<br>The improvements we have made saw NatWest Retail’s NPS increase; we’ve also remained in 4th place in a competitive market. In Commercial &<br>Institutional, NatWest £0–£750k NPS improved, with ranking increasing from 4th to 3rd place; NatWest £750k–£250m NPS remains the market<br>leader in this segment with a small improvement in NPS. Royal Bank’s NPS increased for Retail and £750k–£250m, and dropped in £0–£750k<br>although improved rank position.<br>Listening to our customers<br>To ensure we understand our<br>customers and can continue to<br>meet their evolving needs, we<br>measure customer satisfaction,<br>advocacy and trust in our key<br>brands and services via<br>independent surveys. These<br>insights are reported at the most<br>senior levels of the bank and play<br>a crucial role in informing our<br>strategic priorities.<br>Consumer trust<br>in Q4 2025<br>NatWest consumer trust<br>improved in 2025 (49% vs 47%<br>in 2024), as did Royal Bank of<br>Scotland (34% vs 32% in 2024).<br>NatWest<br>49%<br>Q4 2024: 47%<br>Source: Kantar/NatWest Brand Guidance<br>Programme, GB, Trust among consumers,<br>12-month rolling.<br>Royal Bank of Scotland<br>34%<br>Q4 2024: 32%<br>Source: Kantar/NatWest Brand Guidance<br>Programme, GB, Trust among consumers,<br>12-month rolling.<br>Retail Banking(2)<br>25<br>Q4 2024: 23<br>Retail Banking(5)<br>28<br>Q4 2024: 21<br>Account opening(2)<br>29<br>Q4 2024: 28<br>Commercial & Institutional<br>£0-£750k(3),(8)<br>-5<br>Q4 2024: -7<br>Commercial & Institutional<br>£0-£750k(6),(8)<br>-4<br>Q4 2024: 5<br>Mortgages(2)<br>27<br>Q4 2024: 25<br>Commercial & Institutional<br>£750k –£250m(4),(8)<br>6<br>Q4 2024: 5<br>Commercial & Institutional<br>£750k –£250m(7),(8)<br>15<br>Q4 2024: 7<br>Mobile banking(2)<br>51<br>Q4 2024: 49<br>Online banking(2)<br>35<br>Q4 2024: 32<br>NatWest<br>Q4 2025<br>Royal Bank of Scotland<br>Q4 2025<br>Retail Banking<br>– key measures<br>Q4 2025<br>(1) NPS® and the NPS-related emoticons are<br>registered trademarks of Bain & Company,<br>Inc., NICE Systems, Inc., and Fred Reichheld.<br>(2) Source: Strategic NPS benchmarking study<br>run through InMoment, England & Wales,<br>12-month rolling.<br>(3) Source: MarketVue Business Banking from<br>Savanta, England & Wales, Businesses with<br>a turnover up to £750k, 12-month rolling.<br>(4) Source: MarketVue Business Banking from<br>Savanta, England & Wales, Businesses with<br>a turnover between £750k-£250m,<br>12-month rolling.<br>(5) Source: Strategic NPS benchmarking<br>study run through InMoment, Scotland,<br>12-month rolling.<br>(6) Source: MarketVue Business Banking<br>from Savanta, Scotland, Businesses with<br>a turnover up to £750k, 12-month rolling.<br>(7) Source: MarketVue Business Banking from<br>Savanta, Scotland, Businesses with a<br>turnover between £750k-£250m,<br>12-month rolling.<br>(8) The measure’s name has been updated for<br>clarity, with no change to its underlying<br>definition or calculation.<br>(9) Coutts Voice of the Client survey run<br>through Ipsos, 12-month rolling.<br>Coutts(9)<br>50<br>Q4 2024: 48<br>Coutts<br>Q4 2025<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3535
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The Board reviews and confirms its key<br>stakeholder groups for the purposes of section<br>172 annually. For 2025, these remained<br>investors, customers, colleagues, communities,<br>regulators and suppliers. Our directors are<br>mindful that it is not always possible to achieve<br>an outcome which meets the expectations of<br>all our stakeholders, and that there may be<br>impacted stakeholders outside the six key<br>groups the Board has identified.<br>The following illustrative examples provide<br>insights into how principal decisions in two<br>areas were made by the Board during 2025.<br>Principal decisions are those decisions taken<br>by the Board that are material, or of strategic<br>importance to the company, or are significant<br>to NatWest Group’s key stakeholders.<br>Climate and<br>sustainability<br>s172 factors considered: a, b, c, d, e<br>What was the<br>decision-making process?<br>In March 2025, the Board reviewed the<br>evolving ESG landscape and reflected on the<br>bank’s broader strategic direction, including<br>how sustainability considerations could support<br>long-term value and good customer outcomes.<br>These early discussions helped frame<br>subsequent conversations and decision-making<br>on climate and sustainability matters during<br>2025, and ensured directors remained alert<br>to external developments.<br>At a dedicated climate spotlight session<br>in October 2025, directors considered the<br>UK’s progress towards clean power and the<br>infrastructure and investment that would be<br>needed to accelerate the transition. They<br>discussed the significance of the financial<br>sector’s role in supporting customers and the<br>real economy through this period of change.<br>In addition, directors reviewed proposals<br>from management to define sustainability<br>at NatWest Group, to review the bank’s<br>ambition to at least halve the climate impact of<br>our financing activity by 2030, against a 2019<br>baseline, and to review the bank’s baseline<br>target-setting framework, to ensure the<br>framework remained focused, credible and<br>aligned with the bank’s strategic priorities.<br>In December 2025, the Board received an<br>update on the energy system review carried out<br>during 2025. This review had been conducted<br>to ensure NatWest Group’s strategy reflects<br>the interconnected risks and opportunities<br>across the energy value chain as the economy<br>transitions toward net zero. It considered the<br>systemic nature of the energy transition, which<br>anticipates further growth in renewables, the<br>How did the directors fulfil<br>their duties under section 172?<br>How were stakeholders<br>considered?<br>Directors considered the interests of investors,<br>customers, colleagues, regulators and wider<br>society in their discussions on these matters.<br>The Board recognised that customers<br>expected the bank to help them transition<br>while continuing to support their day-to-day<br>financing needs. The October 2025 climate<br>spotlight reinforced that customer needs would<br>evolve quickly as the UK invests in clean power<br>and modernises its energy system. Directors<br>considered how financing, advisory support<br>and sector expertise could be aligned to<br>help customers adapt. Regulator and investor<br>expectations were also important considerations.<br>Directors noted that legal and compliance<br>assessments of NatWest Group’s climate<br>and sustainability disclosures had been<br>conducted to support compliance with<br>regulatory reporting requirements. Investor<br>feedback highlighted the importance of clear<br>progress against climate and sustainability-related ambitions, targets and commitments<br>and the need for a coherent narrative linking<br>sustainability to the bank’s long-term growth<br>and risk management. Directors took all of<br>this into account when considering NatWest<br>Group’s definition of sustainability, and our<br>climate and sustainability-related ambitions,<br>targets and commitments.<br>Section 172(1) statement<br>In this statement, we describe how our directors have had<br>regard to the matters set out in section 172(1) (a) to (f) of the<br>Companies Act 2006 (section 172) when performing their duty<br>to promote the success of the company.<br>The s172 factors<br>(a) likely long-term consequences,<br>(b) employee interests,<br>(c) relationships with customers,<br>suppliers and others,<br>(d) the impact on community<br>and environment,<br>(e) maintaining a reputation<br>for high standards of<br>business conduct,<br>(f) acting fairly between<br>members of the company.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3636<br>Our Board and committee terms of reference<br>(available on the NatWest Group website)<br>reinforce the importance of considering the<br>matters set out in section 172 (the s172<br>factors, as set out opposite). Our Board and<br>committee paper template also supports<br>consideration of stakeholders and enables<br>good decision-making.<br>important yet declining role of oil and gas,<br>significant infrastructure investment and<br>demand-side electrification. The Board<br>supported management proposals for<br>NatWest Group’s new Environmental &<br>Social (E&S) Energy Supply Sectors Risk<br>Acceptance Criteria which reflect the<br>outcome of this review.<br>Examples of how the Board has engaged with<br>stakeholders can be found in this statement<br>and in the Corporate governance report on<br>pages 100 to 101.
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The Board reviews and confirms its key<br>stakeholder groups for the purposes of section<br>172 annually. For 2025, these remained<br>investors, customers, colleagues, communities,<br>regulators and suppliers. Our directors are<br>mindful that it is not always possible to achieve<br>an outcome which meets the expectations of<br>all our stakeholders, and that there may be<br>impacted stakeholders outside the six key<br>groups the Board has identified.<br>Examples of how the Board has engaged with<br>stakeholders can be found in this statement<br>and in the Corporate governance report on<br>pages 117 to 118.<br>Our Board and committee terms of reference<br>(available at natwestgroup.com) reinforce the<br>importance of considering the matters set out<br>in section 172 (the s172 factors, as set out<br>opposite). Our Board and committee paper<br>template also supports consideration<br>of stakeholders and enables good<br>decision-making.<br>The following illustrative examples provide<br>insights into how principal decisions in two<br>areas were made by the Board during 2025.<br>Principal decisions are those decisions taken<br>by the Board that are material, or of strategic<br>importance to the company, or are significant<br>to NatWest Group’s key stakeholders.<br>Climate and<br>sustainability<br>s172 factors considered: a, b, c, d, e<br>What was the<br>decision-making process?<br>In March 2025, the Board reviewed the<br>evolving ESG landscape and reflected on the<br>bank’s broader strategic direction, including<br>how sustainability considerations could support<br>long-term value and good customer outcomes.<br>These early discussions helped frame<br>subsequent conversations and decision-making<br>on climate and sustainability matters during<br>2025, and ensured directors remained alert<br>to external developments.<br>At a dedicated climate spotlight session<br>in October 2025, directors considered the<br>UK’s progress towards clean power and the<br>infrastructure and investment that would be<br>needed to accelerate the transition. They<br>discussed the significance of the financial<br>sector’s role in supporting customers and the<br>real economy through this period of change.<br>In addition, directors reviewed proposals<br>from management to define sustainability<br>at NatWest Group, to review the bank’s<br>ambition to at least halve the climate impact of<br>our financing activity by 2030, against a 2019<br>baseline, and to review the bank’s baseline<br>target-setting framework, to ensure the<br>framework remained focused, credible and<br>aligned with the bank’s strategic priorities.<br>In December 2025, the Board received an<br>update on the energy system review carried out<br>during 2025. This review had been conducted<br>to ensure NatWest Group’s strategy reflects<br>the interconnected risks and opportunities<br>across the energy value chain as the economy<br>transitions toward net zero. It considered the<br>systemic nature of the energy transition, which<br>anticipates further growth in renewables, the<br>important yet declining role of oil and gas,<br>significant infrastructure investment and<br>demand-side electrification. The Board<br>supported management proposals for<br>NatWest Group’s new Environmental &<br>Social (E&S) Energy Supply Sectors Risk<br>Acceptance Criteria which reflect the<br>outcome of this review, as described in<br>more detail in the NatWest Group plc<br>2025 Climate Transition Plan Report.<br>How did the directors fulfil<br>their duties under section 172?<br>How were stakeholders<br>considered?<br>Directors considered the interests of investors,<br>customers, colleagues, regulators and wider<br>society in their discussions on these matters.<br>The Board recognised that customers<br>expected the bank to help them transition<br>while continuing to support their day-to-day<br>financing needs. The October 2025 climate<br>spotlight reinforced that customer needs would<br>evolve quickly as the UK invests in clean power<br>and modernises its energy system. Directors<br>considered how financing, advisory support<br>and sector expertise could be aligned to<br>help customers adapt. Regulator and investor<br>expectations were also important considerations.<br>Directors noted that legal and compliance<br>assessments of NatWest Group’s climate<br>and sustainability disclosures had been<br>conducted to support compliance with<br>regulatory reporting requirements. Investor<br>feedback highlighted the importance of clear<br>progress against climate and sustainability-related ambitions, targets and commitments<br>and the need for a coherent narrative linking<br>sustainability to the bank’s long-term growth<br>and risk management. Directors took all of<br>this into account when considering NatWest<br>Group’s definition of sustainability, and our<br>climate and sustainability-related ambitions,<br>targets and commitments.<br>Section 172(1) statement<br>In this statement, we describe how our directors have had<br>regard to the matters set out in section 172(1) (a) to (f) of the<br>Companies Act 2006 (section 172) when performing their duty<br>to promote the success of the company.<br>The s172 factors<br>(a) likely long-term consequences,<br>(b) employee interests,<br>(c) relationships with customers,<br>suppliers and others,<br>(d) the impact on community<br>and environment,<br>(e) maintaining a reputation<br>for high standards of<br>business conduct,<br>(f) acting fairly between<br>members of the company.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 36<br>Actions and outcomes<br>In July 2025, the Board approved a new<br>target to provide £200 billion of climate<br>and transition finance between 1 July<br>2025 and the end of 2030. Our climate<br>and transition finance framework has<br>replaced the climate and sustainable<br>funding and financing inclusion criteria<br>that underpinned our previous £100 billion<br>target, which was exceeded in Q1 2025.<br>In October 2025, the Board approved:<br> • retaining NatWest Group’s climate<br>ambition to at least halve the climate<br>impact of our financing activity by<br>2030, against a 2019 baseline.<br> • proposals to withdraw our previously<br>disclosed 16 portfolio-level sector<br>targets (validated by the Science<br>Based Targets Initiative) and replace<br>them with nine new portfolio-level<br>activity-based targets.<br>Directors also supported management’s<br>proposed definition of sustainability at<br>NatWest Group, stemming from<br>purpose, starting with customers and<br>focusing on the impact that comes from<br>the core business of the bank.<br>Actions and outcomes<br>The final dividend on 15.5 pence per<br>ordinary share was approved by<br>shareholders at the Annual General<br>Meeting in April 2025 and an interim<br>dividend on 9.5 pence per ordinary<br>share was approved by the Board in<br>July 2025.<br>An on-market buyback was approved<br>by the Board in July 2025 up to a value<br>of £750 million.<br>Capital<br>s172 factors considered: a, e, f<br>What was the<br>decision-making process?<br>During 2025, the Board approved a range<br>of capital distributions, including the final<br>dividend in April 2025 and the interim dividend<br>and an on-market buyback of ordinary shares<br>of up to £750 million, both in July 2025.<br>As part of our annual results announcement<br>in February 2025, the Board also confirmed<br>its intention to increase our ordinary dividend<br>payout ratio from c.40% to c.50% from<br>2025 onwards.<br>In October 2025, the Board undertook a<br>focused review of NatWest Group’s capital<br>framework and considered recommendations<br>to revise our Common Equity Tier 1 target<br>ratio. This review was conducted within<br>the context of evolving regulatory capital<br>requirements, peer benchmarks and feedback<br>from shareholders and other stakeholders. In<br>line with standard practice, the Group Board<br>Risk Committee reviewed all capital distribution<br>proposals and our capital framework prior to<br>submission to the Board, taking into account<br>views from the second and third lines<br>of defence.<br>Section 172(1) statement continued<br>How did the directors fulfil<br>their duties under section 172?<br>How were stakeholders<br>considered?<br>When evaluating proposed capital distributions<br>and revisions to the capital framework, the Board<br>was focused on promoting the long-term<br>success and financial resilience of NatWest<br>Group for the benefit of all stakeholders.<br>Directors considered the likely long-term<br>consequences of each decision, NatWest<br>Group’s ongoing capacity to invest in the<br>business, and our ability to continue serving<br>customers sustainably.<br>The Board considered external expectations<br>of capital distributions, noting differing<br>preferences between equity investors<br>and bondholders, as well as the importance<br>of delivering consistent and predictable<br>shareholder returns. The Board also<br>considered regulatory changes to our capital<br>requirements, peer benchmarks and the<br>need to maintain robust capital buffers to<br>enable NatWest Group to continue to deliver<br>shareholder value and to support customers<br>and the wider economy throughout the<br>economic cycle.<br>The Board considered colleagues and internal<br>capabilities when reviewing the E&S Risk<br>Acceptance Criteria, including the support<br>required for colleagues working with<br>customers in sectors undergoing transition.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3737<br>The Board also ensured its decisions in relation<br>to capital distributions were aligned with the<br>commitment to a c.50% payout ratio, as noted<br>in the NatWest Group plc 2024 Annual Report<br>on Form 20-F, and external guidance provided<br>in February 2025 and then updated in July<br>2025. Directors additionally considered societal<br>expectations regarding responsible capital<br>management, the importance of maintaining<br>a resilient balance sheet, and the need to<br>continue investing in NatWest Group’s strategic<br>priorities and technology transformation.<br>Further information on our climate<br>governance framework can be found<br>on page 89.
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Succeeding with customers<br>Through the NatWest Accelerator, we’re<br>supporting small businesses – like Hanan<br>Tantush’s adaptive clothing company,<br>Intotum – by providing tailored<br>workshops, one-to-one coaching,<br>and networking opportunities.<br>After Hanan won our first Accelerator<br>pitch competition in July 2025, we helped<br>her develop growth strategies, connect<br>with retail experts, and launch her new<br>collection. By offering this kind of practical<br>support, funding guidance, space for<br>collaboration, and (from 2025) access<br>to our Accelerator app, our Accelerator<br>community is empowering entrepreneurs<br>to scale their businesses successfully.<br>Our impact<br>12 Accelerator<br>Hubs across the UK.<br>Over 12,000<br>small businesses<br>supported through<br>the Accelerator app<br>at the end of 2025.<br>New partnerships<br>with four leading<br>UK universities<br>to strengthen the<br>UK’s innovation and<br>start-up ecosystem. London<br>start-ups<br>to scale<br>Case study – helping build better businesses<br>Supporting<br>Elizabeth Parker, NatWest Group Acceleration Journey Manager (left) and Hanan Tantush (right)<br>‘Being a NatWest customer, I feel<br>supported because I know that I’m<br>working with a bank that genuinely<br>cares about entrepreneurs and people<br>wanting to start businesses. If I have<br>questions about new opportunities that<br>I don’t have experience in, I know<br>the Accelerator team can help me or<br>connect me with someone with relevant<br>experience. And that’s meant that I feel<br>really reassured.’<br>Hanan Tantush, Founder of Intotum<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3838
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Succeeding with customers<br>Through the NatWest Accelerator, we’re<br>supporting small businesses – like Hanan<br>Tantush’s adaptive clothing company,<br>Intotum – by providing tailored<br>workshops, one-to-one coaching,<br>and networking opportunities.<br>After Hanan won our first Accelerator<br>pitch competition in July 2025, we helped<br>her develop growth strategies, connect<br>with retail experts, and launch her new<br>collection. By offering this kind of practical<br>support, funding guidance, space for<br>collaboration, and (from 2025) access<br>to our Accelerator app, our Accelerator<br>community is empowering entrepreneurs<br>to scale their businesses successfully.<br>Our impact<br>12 Accelerator<br>Hubs across the UK.<br>Over 12,000<br>small businesses<br>supported through<br>the Accelerator app<br>at the end of 2025.<br>New partnerships<br>with four leading<br>UK universities<br>to strengthen the<br>UK’s innovation and<br>start-up ecosystem. London<br>start-ups<br>to scale<br>Case study – helping build better businesses<br>Supporting<br>Elizabeth Parker, NatWest Group Acceleration Journey Manager (left) and Hanan Tantush (right)<br>‘Being a NatWest customer, I feel<br>supported because I know that I’m<br>working with a bank that genuinely<br>cares about entrepreneurs and people<br>wanting to start businesses. If I have<br>questions about new opportunities that<br>I don’t have experience in, I know<br>the Accelerator team can help me or<br>connect me with someone with relevant<br>experience. And that’s meant that I feel<br>really reassured.’<br>Hanan Tantush, Founder of Intotum<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 38<br>Our approach to sustainability<br>Sustainability review<br>Stems from<br>our purpose<br>We’re the bank that turns possibilities into<br>progress. We work to understand our<br>customers’ hopes and needs, and help<br>them achieve their goals. We believe<br>that doing this well helps our<br>communities and the UK<br>economy to progress.<br>Helping customers<br>manage their money<br>and plan for the future<br>Helping customers<br>build better and more<br>resilient businesses<br>Facilitating balanced<br>economic growth through<br>our UK-wide network<br>Disciplined<br>growth<br>Leveraging<br>simplification<br>Active balance<br>sheet and risk<br>management<br>Supported by informed decision-making<br>We manage our impact by actively considering economic, social,<br>and environmental factors in our decisions.<br>We believe that as a bank we can make a positive difference for our customers, communities, and the<br>UK economy. Our success is rooted in the success of our customers, so we focus on the impact that<br>comes from the core of our business, what we do as a bank, building a strategy that is sustainable.<br>A strategy that<br>is sustainable<br>Impact through<br>our business<br>Read more about how this informs<br>our key sustainability topics<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 3939<br>Read more: Our business model on page 12 to 13 and Our strategy on page 15.<br>Read more on our Sustainability Disclosures on the NatWest Group website.
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Sustainability review continued<br>Key sustainability topics for our stakeholders and our business<br>To build enduring, trusted relationships with our customers and other stakeholders, we regularly engage with them to understand their needs and priorities. The themes that emerge help us identify<br>where we can drive meaningful value through our activities, both for our business and society. We have defined the following topics as priorities in our efforts to address key sustainability challenges.<br>Investors Customers Colleagues Communities Regulators Suppliers<br>Read more on how we performed our assessment of sustainability topics in Our approach to assessment of key sustainability topics on page 67.<br>Key<br>sustainability<br>topics<br>Supporting customers<br>and communities<br>through our banking<br>products and services<br>Safeguarding<br>information<br>and tackling<br>financial crime<br>Innovation<br>in our products<br>and services<br>Supporting<br>the climate<br>transition<br>Driving a culture of<br>integrity and responsible<br>risk management<br>Skilled, engaged<br>and inclusive<br>workforce<br>We help people manage their money, plan for<br>the future and build more resilient businesses<br>by offering banking products and services. By<br>doing so, we believe we can contribute to more<br>resilient communities and sustainable growth.<br> • Our business model: pages 12 to 13<br> • Business performance review: pages 25 to 32<br> • Helping people manage their money and plan for the future:<br>pages 41 to 43<br> • Helping people build better and more resilient businesses:<br>pages 43 to 44<br>We are focusing on innovation and digital<br>transformation to improve our customer<br>experience and help them build more<br>resilient businesses.<br> • Business performance review: pages 25 to 32<br> • Improving customer experience and accessibility of our<br>digital channels: pages 46 to 47<br> • Embedding AI in our customer journeys: page 47<br> • Digital stability: page 47<br>We are helping to address the climate<br>challenge by supporting our customers’<br>transition to a net-zero economy, embedding<br>climate considerations into decision-making<br>and risk management and pursuing our<br>own ambition to be net-zero by 2050.<br> • Supporting the climate transition: pages 48 to 56<br>We keep our customers’ and colleagues’ data<br>safe to protect their privacy, and we have robust<br>controls in place to tackle financial crime.<br> • Managing data privacy: page 57<br> • Detecting and preventing financial crime, corruption and<br>bribery: pages 57 to 58<br> • Combatting fraud: page 58<br> • Cybersecurity and payment systems regulator<br>performance data: page 58<br>We are building a highly skilled, motivated,<br>inclusive and diverse workforce to meet<br>the needs of our customers today and in<br>the future.<br> • Building a future-ready workforce: pages 59 to 60<br> • Investing in talent and leadership capability: page 60<br> • Supporting colleague wellbeing: page 61<br> • Creating a diverse and inclusive workforce: pages 62 to 63<br>We want stakeholders to trust us to do the<br>right thing; so we are building a culture of<br>integrity, respect for human rights, and<br>preventing corruption and bribery.<br> • Refreshing Our Code: page 64<br> • Protecting whistleblowers: page 64<br> • Conflicts of interest and advocacy and political involvement:<br>page 65<br> • Respect for human rights: page 65<br> • Environmental and social risks: page 66<br> • Meeting our tax responsibilities: page 66<br>Driving impact through our business<br>Helping people manage their money and plan for the future Helping build better and more resilient businesses Facilitating balanced growth across the UK<br>Read more on…<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4040
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Sustainability review continued<br>Key sustainability topics for our stakeholders and our business<br>To build enduring, trusted relationships with our customers and other stakeholders, we regularly engage with them to understand their needs and priorities. The themes that emerge help us identify<br>where we can drive meaningful value through our activities, both for our business and society. We have defined the following topics as priorities in our efforts to address key sustainability challenges.<br>Investors Customers Colleagues Communities Regulators Suppliers<br>Read more on how we performed our assessment of sustainability topics in Our approach to assessment of key sustainability topics on page 67.<br>Key<br>sustainability<br>topics<br>Supporting customers<br>and communities<br>through our banking<br>products and services<br>Safeguarding<br>information<br>and tackling<br>financial crime<br>Innovation<br>in our products<br>and services<br>Supporting<br>the climate<br>transition<br>Driving a culture of<br>integrity and responsible<br>risk management<br>Skilled, engaged<br>and inclusive<br>workforce<br>We help people manage their money, plan for<br>the future and build more resilient businesses<br>by offering banking products and services. By<br>doing so, we believe we can contribute to more<br>resilient communities and sustainable growth.<br>• Our business model: pages 12 to 13<br>• Business performance review: pages 25 to 32<br>• Helping people manage their money and plan for the future:<br>pages 41 to 43<br>• Helping people build better and more resilient businesses:<br>pages 43 to 44<br>We are focusing on innovation and digital<br>transformation to improve our customer<br>experience and help them build more<br>resilient businesses.<br>• Business performance review: pages 25 to 32<br>• Improving customer experience and accessibility of our<br>digital channels: pages 46 to 47<br>• Embedding AI in our customer journeys: page 47<br>• Digital stability: page 47<br>We are helping to address the climate<br>challenge by supporting our customers’<br>transition to a net-zero economy, embedding<br>climate considerations into decision-making<br>and risk management and pursuing our<br>own ambition to be net-zero by 2050.<br>• Supporting the climate transition: pages 48 to 56<br>• Other document: NatWest Group plc 2025 Climate<br>Transition Plan Report<br>We keep our customers’ and colleagues’ data<br>safe to protect their privacy, and we have robust<br>controls in place to tackle financial crime.<br>• Managing data privacy: page 57<br>• Detecting and preventing financial crime, corruption and<br>bribery: pages 57 to 58<br>• Combatting fraud: page 58<br>• Cybersecurity and payment systems regulator<br>performance data: page 58<br>We are building a highly skilled, motivated,<br>inclusive and diverse workforce to meet<br>the needs of our customers today and in<br>the future.<br>• Building a future-ready workforce: pages 59 to 60<br>• Investing in talent and leadership capability: page 60<br>• Supporting colleague wellbeing: page 61<br>• Creating a diverse and inclusive workforce: pages 62 to 63<br>We want stakeholders to trust us to do the<br>right thing; so we are building a culture of<br>integrity, respect for human rights, and<br>preventing corruption and bribery.<br>• Refreshing Our Code: page 64<br>• Protecting whistleblowers: page 64<br>• Conflicts of interest and advocacy and political involvement:<br>page 65<br>• Respect for human rights: page 65<br>• Environmental and social risks: page 66<br>• Meeting our tax responsibilities: page 66<br>Driving impact through our business<br>Helping people manage their money and plan for the future Helping build better and more resilient businesses Facilitating balanced growth across the UK<br>Read more on…<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 40<br>Helping people manage their<br>money and plan for the future<br>Helping people manage their financial wellbeing<br>is integrated into the design of our products.<br>People across the UK, regardless of their<br>income, continue to seek to feel more confident<br>in managing their finances. According to the<br>MoneyView 2025 survey, 46% of UK adults<br>didn’t feel confident managing their money<br>and 52% were struggling to keep up or have<br>fallen behind with their commitments.(1) Building<br>financial understanding is an important step,<br>and we’re aiming to help this through our<br>products and services.<br>We offer a range of products, digital tools and<br>features that support customers to improve<br>their financial knowledge and wellbeing. These<br>include personalised coaching plans based on<br>their unique financial situation, and in-app tools<br>such as Savings Goals, Round Ups and Know<br>Your Credit Score. We also offer NatWest<br>Rooster Money which is a children’s prepaid<br>debit card and pocket money app designed to<br>help young people, up to the age of 17, gain<br>confidence with money and build responsible<br>spending habits. It reached 600,000 subscribers<br>in 2025, compared with 474,000 in 2024,<br>driven largely by new features and<br>marketing partnerships.<br>Supporting customers with<br>suitable products and services<br>The challenges that people experience when<br>banking, with us or any other bank, informs the<br>way we create products that make banking<br>possible for more people. Our approach<br>to supporting our customers through our<br>products, services and tools is set out in<br>Our Code.<br>As part of our product governance, we<br>assess how customers with characteristics<br>of vulnerability may be impacted by product<br>design or changes through our Customer<br>Vulnerability Impact Assessment. Before<br>implementing any changes we make sure<br>we have the right mitigants in place.<br>Through our marketing and communications,<br>we focus on giving customers clear, fair and<br>accurate information about our products<br>so that they can make decisions about their<br>finances. We explain the risks, costs and<br>conditions of our products in plain language<br>and make key details easy to find, not<br>hidden in lengthy terms and conditions.<br>We offer financial products to support a wide<br>range of customers and communities. In 2025,<br>we looked to continue strengthening our<br>accessible banking proposition, launching a<br>new product to improve access to credit –<br>the Credit Builder Credit Card. It is designed<br>to help people boost their credit score and to<br>start borrowing in a responsible, supportive<br>way, with low credit limits and rewards<br>to establish healthy repayment behaviour.<br>We also offer affordable credit options like<br>overdrafts and credit card instalment plans,<br>supported with tools that help customers<br>borrow responsibly. In 2025, 420,000<br>instalment plans were set up compared<br>with 372,000 in 2024. We continued offering<br>our Foundation account which provides basic<br>banking with no fees or credit access for those<br>with poor or no credit history, serving 860,000<br>customers in 2025, compared with 883,000<br>in 2024.<br>Getting onto the property ladder continues to<br>be a financial challenge for people in the UK,<br>especially first-time buyers facing rising house<br>Supporting customers and communities<br>through our banking products and services<br>Sustainability review continued<br>(1) Survey by Money & Pensions Service can be found at maps.org.uk/en/publications/.<br>We help people manage their money, plan<br>for the future and build better, more resilient<br>businesses. By doing this well, we believe we<br>can make a positive difference for communities<br>and support sustainable growth.<br>We focus on driving impact through the core<br>of what we do, as a bank, for our customers.<br>That involves improving financial wellbeing,<br>helping our customers overcome barriers to<br>starting up and growing their businesses,<br>and making banking more accessible.<br>Our Digital Regular Saver<br>Account helped over<br>1.8 million<br>customers build<br>savings habits<br>Rooster Money helped<br>build confidence of<br>600,000<br>young people with money<br>Our Accelerator app<br>grew with<br>12,000<br>members<br>Through Banking My Way<br>640,000<br>customers told us about<br>the support they need to<br>bank with us<br>More than<br>50,000<br>first time buyers took<br>their first step on the<br>housing ladder with us<br>Know My Credit Score<br>was used over<br>32 million<br>times by customers<br>In 2025<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4141
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Sustainability review continued	Supporting customers and communities through our banking products and services continued<br>prices, high deposit requirements, and<br>affordability pressures. First-time buyers make<br>up over 30% of our new mortgage lending<br>which is around £10 billion and we provided<br>mortgages to more than 50,000 customers to<br>take their first step onto the property ladder<br>in 2025. We aim to continue our lending<br>support by providing £10 billion in mortgage<br>applications in 2026. Read more on our<br>Family-Backed Mortgage on page 26.<br>Our senior personal bankers provide free<br>reviews of finances for personal and business<br>customers, supporting them to understand<br>which products or services could help them<br>progress towards their financial goals. We<br>provided Financial Health Checks to 307,000<br>Retail Banking customers in 2025, compared<br>with 321,000 in 2024.<br>We communicate with customers who may<br>be struggling financially and provide them with<br>access to a dedicated Financial Health and<br>Support Team who offer specialist support and<br>bespoke assistance. In 2025, we answered<br>over 600,000 calls, sent over five million<br>communications, and had over 500,000<br>digital engagements with our most financially<br>vulnerable customers. Our communications<br>signpost customers to tools and support<br>to help improve their financial position. If a<br>customer contacts us, we have a wide range<br>of tailored solutions available to support them.<br>We suppress interest on overdrafts at 32 days<br>in excess and where customers miss payments<br>on secured or unsecured debt, we give<br>customers the flexibility to spread the<br>repayment of missed payments over up to two<br>years. Also, in May 2025, we removed unpaid<br>direct debit fees for mortgage customers to<br>align with loans and credit cards.<br>We took an active role in shaping the<br>recommendations of the UK Government’s<br>Financial Inclusion Strategy. In 2025, it was<br>announced we are one of the five banks to<br>commit to piloting a refreshed approach to<br>identity and verification for people experiencing<br>housing insecurity and homelessness.<br>Through our Banking Facilities For All (BFFA)<br>initiative, we support UK residents who face<br>difficulties in providing traditional identification<br>documents. These customers are typically<br>refugees, individuals experiencing<br>homelessness, those fleeing abuse and prison<br>leavers. Through BFFA, we are working<br>to end barriers to opening an account by<br>accepting alternative forms of identification.<br>We actively support the UK Says No More<br>campaign by offering Safe Spaces in 268 of<br>our branches. These locations provide a<br>private room for individuals experiencing<br>domestic abuse to access a phone and<br>contact support discreetly. Our colleagues<br>have received specialist training on Safe<br>Spaces and domestic abuse awareness.<br>Providing banking channels<br>for customers<br>It is important to us that all our customers<br>find banking with us simple and through<br>a channel of their choice. Banking My Way<br>helps us tailor our service to each customer.<br>It allows customers to tell us the support they<br>need to make banking easier, with a range<br>of adjustments including a sign language<br>interpreter, braille statements or simply<br>speaking more slowly. It is available through<br>the mobile app, online banking, in our<br>branches and with our telephone teams.<br>As at 31 December 2025, 640,000 customers<br>had registered for additional support through<br>Banking My Way compared with 397,000<br>in 2024.<br>We continued to offer mobile branches<br>throughout 2025 with 613 unique stops as<br>at 31 December 2025, compared with 600<br>in 2024. These branches allow customers to<br>carry out their everyday banking, such as<br>making deposits, withdrawing cash and<br>paying bills.<br>We also continued to operate our network<br>of 1,954 ATMs as at 31 December 2025,<br>compared to 2,150 in 2024. This reduction<br>in ATMs is due to a combination of branch<br>closures and removal of remote ATMs.<br>Throughout 2025, we have installed a new<br>generation of ATMs that provide access<br>to enhanced features aimed at improving<br>accessibility, multi-language support<br>and security.<br>In 2025, we closed 100 branches, bringing our<br>total number of branches as at 31 December<br>2025 to 384. In January 2026, we announced<br>the closure of 32 branches. We closed mobile<br>branches in locations with a Cash Access UK<br>(CAUK) Banking Hub, as this offers customers<br>a more permanent and comprehensive<br>banking service. We are committed to<br>providing customers with 12 weeks notice of a<br>branch closure announcement. There are lots<br>of other ways customers can bank with us,<br>including mobile and online banking, video<br>banking, our telephony teams, and the Post<br>Office. We continue to work with CAUK and<br>other banks to bring shared cash and banking<br>services to communities. As at 31 December<br>2025, there were approximately 200 Banking<br>Hubs and 150 shared cash deposit and<br>withdrawal services across the UK. In most<br>locations, a member of our team will be on<br>hand once a week to help customers with<br>their banking. In 2025, we renewed our<br>commitment to delivering access to everyday<br>banking services through over 11,500 Post<br>Office locations.<br>Reviewing our products policies,<br>and processes<br>As part of our ongoing review of our products,<br>policies and processes, we made further<br>enhancements to our ‘Good Customer<br>Outcomes Monitoring’. This involved surfacing<br>an additional 200 data points to help identify<br>and manage scenarios of potential harm,<br>where customers may not be experiencing<br>their products or services as intended by<br>design. We have also continued to improve<br>the precision of our Price and Value<br>Documentation, required under the FCA<br>Consumer Duty Regulation, so they cover<br>different customer segments, notably those<br>customers whose characteristics indicate they<br>may be more susceptible to a poorer outcome.<br>Spotlight<br>Financial<br>Foundations<br>workshops<br>Following a successful pilot last year,<br>Financial Foundations was expanded in<br>2025 to reach communities across the<br>UK. This programme aims to help people<br>make the most of their money and take<br>control of their financial future through<br>free, in-person, impartial money<br>guidance workshops and a range of<br>digital tools and resources. We expanded<br>the programme through our Commercial<br>& Institutional customers, helping to<br>support employee financial wellbeing<br>and, in turn, enhance engagement,<br>productivity and retention.<br>Financial Foundations supports adults at<br>all life stages, equipping them to develop<br>financial resilience, plan for their future<br>and protect against fraud and scams.<br>Delivering workshops in person allows<br>us to reach individuals within their local<br>communities and workplaces, where it is<br>accessible and convenient. Evaluation of<br>the pilot improved and refined content<br>and delivery and helped us understand<br>the need for money guidance. Ongoing<br>monitoring of post-survey data<br>demonstrates participants feel more<br>confident managing their money. During<br>2025, 1,500 workshops were delivered<br>to over 31,000 participants.<br>We are now aiming to support<br>50,000 people<br>with free financial education in<br>2026, in their workplaces and<br>communities.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4242
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Sustainability review continued	Supporting customers and communities through our banking products and services continued<br>prices, high deposit requirements, and<br>affordability pressures. First-time buyers make<br>up over 30% of our new mortgage lending<br>which is around £10 billion and we provided<br>mortgages to more than 50,000 customers to<br>take their first step onto the property ladder<br>in 2025. We aim to continue our lending<br>support by providing £10 billion in mortgage<br>applications in 2026. Read more on our<br>Family-Backed Mortgage on page 26.<br>Our senior personal bankers provide free<br>reviews of finances for personal and business<br>customers, supporting them to understand<br>which products or services could help them<br>progress towards their financial goals. We<br>provided Financial Health Checks to 307,000<br>Retail Banking customers in 2025, compared<br>with 321,000 in 2024.<br>We communicate with customers who may<br>be struggling financially and provide them with<br>access to a dedicated Financial Health and<br>Support Team who offer specialist support and<br>bespoke assistance. In 2025, we answered<br>over 600,000 calls, sent over five million<br>communications, and had over 500,000<br>digital engagements with our most financially<br>vulnerable customers. Our communications<br>signpost customers to tools and support<br>to help improve their financial position. If a<br>customer contacts us, we have a wide range<br>of tailored solutions available to support them.<br>We suppress interest on overdrafts at 32 days<br>in excess and where customers miss payments<br>on secured or unsecured debt, we give<br>customers the flexibility to spread the<br>repayment of missed payments over up to two<br>years. Also, in May 2025, we removed unpaid<br>direct debit fees for mortgage customers to<br>align with loans and credit cards.<br>We took an active role in shaping the<br>recommendations of the UK Government’s<br>Financial Inclusion Strategy. In 2025, it was<br>announced we are one of the five banks to<br>commit to piloting a refreshed approach to<br>identity and verification for people experiencing<br>housing insecurity and homelessness.<br>Through our Banking Facilities For All (BFFA)<br>initiative, we support UK residents who face<br>difficulties in providing traditional identification<br>documents. These customers are typically<br>refugees, individuals experiencing<br>homelessness, those fleeing abuse and prison<br>leavers. Through BFFA, we are working<br>to end barriers to opening an account by<br>accepting alternative forms of identification.<br>We actively support the UK Says No More<br>campaign by offering Safe Spaces in 268 of<br>our branches. These locations provide a<br>private room for individuals experiencing<br>domestic abuse to access a phone and<br>contact support discreetly. Our colleagues<br>have received specialist training on Safe<br>Spaces and domestic abuse awareness.<br>Providing banking channels<br>for customers<br>It is important to us that all our customers<br>find banking with us simple and through<br>a channel of their choice. Banking My Way<br>helps us tailor our service to each customer.<br>It allows customers to tell us the support they<br>need to make banking easier, with a range<br>of adjustments including a sign language<br>interpreter, braille statements or simply<br>speaking more slowly. It is available through<br>the mobile app, online banking, in our<br>branches and with our telephone teams.<br>As at 31 December 2025, 640,000 customers<br>had registered for additional support through<br>Banking My Way compared with 397,000<br>in 2024.<br>We continued to offer mobile branches<br>throughout 2025 with 613 unique stops as<br>at 31 December 2025, compared with 600<br>in 2024. These branches allow customers to<br>carry out their everyday banking, such as<br>making deposits, withdrawing cash and<br>paying bills.<br>We also continued to operate our network<br>of 1,954 ATMs as at 31 December 2025,<br>compared to 2,150 in 2024. This reduction<br>in ATMs is due to a combination of branch<br>closures and removal of remote ATMs.<br>Throughout 2025, we have installed a new<br>generation of ATMs that provide access<br>to enhanced features aimed at improving<br>accessibility, multi-language support<br>and security.<br>In 2025, we closed 100 branches, bringing our<br>total number of branches as at 31 December<br>2025 to 384. In January 2026, we announced<br>the closure of 32 branches. We closed mobile<br>branches in locations with a Cash Access UK<br>(CAUK) Banking Hub, as this offers customers<br>a more permanent and comprehensive<br>banking service. We are committed to<br>providing customers with 12 weeks notice of a<br>branch closure announcement. There are lots<br>of other ways customers can bank with us,<br>including mobile and online banking, video<br>banking, our telephony teams, and the Post<br>Office. We continue to work with CAUK and<br>other banks to bring shared cash and banking<br>services to communities. As at 31 December<br>2025, there were approximately 200 Banking<br>Hubs and 150 shared cash deposit and<br>withdrawal services across the UK. In most<br>locations, a member of our team will be on<br>hand once a week to help customers with<br>their banking. In 2025, we renewed our<br>commitment to delivering access to everyday<br>banking services through over 11,500 Post<br>Office locations.<br>Reviewing our products policies,<br>and processes<br>As part of our ongoing review of our products,<br>policies and processes, we made further<br>enhancements to our ‘Good Customer<br>Outcomes Monitoring’. This involved surfacing<br>an additional 200 data points to help identify<br>and manage scenarios of potential harm,<br>where customers may not be experiencing<br>their products or services as intended by<br>design. We have also continued to improve<br>the precision of our Price and Value<br>Documentation, required under the FCA<br>Consumer Duty Regulation, so they cover<br>different customer segments, notably those<br>customers whose characteristics indicate they<br>may be more susceptible to a poorer outcome.<br>Spotlight<br>Financial<br>Foundations<br>workshops<br>Following a successful pilot last year,<br>Financial Foundations was expanded in<br>2025 to reach communities across the<br>UK. This programme aims to help people<br>make the most of their money and take<br>control of their financial future through<br>free, in-person, impartial money<br>guidance workshops and a range of<br>digital tools and resources. We expanded<br>the programme through our Commercial<br>& Institutional customers, helping to<br>support employee financial wellbeing<br>and, in turn, enhance engagement,<br>productivity and retention.<br>Financial Foundations supports adults at<br>all life stages, equipping them to develop<br>financial resilience, plan for their future<br>and protect against fraud and scams.<br>Delivering workshops in person allows<br>us to reach individuals within their local<br>communities and workplaces, where it is<br>accessible and convenient. Evaluation of<br>the pilot improved and refined content<br>and delivery and helped us understand<br>the need for money guidance. Ongoing<br>monitoring of post-survey data<br>demonstrates participants feel more<br>confident managing their money. During<br>2025, 1,500 workshops were delivered<br>to over 31,000 participants.<br>We are now aiming to support<br>50,000 people<br>with free financial education in<br>2026, in their workplaces and<br>communities.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 42<br>Sustainability review continued	Supporting customers and communities through our banking products and services continued<br>Dealing with customer complaints effectively<br>builds customer trust and complies with FCA<br>standards. We focus on identifying and<br>addressing the root causes of complaints<br>to reduce them and, in turn, make banking<br>easier for our customers. In 2025, we received<br>255,000 reportable complaints, compared with<br>239,000 in 2024. In 2025, we received 255,000<br>reportable complaints, up from 239,000, driven<br>partly by the onboarding of Sainsbury’s Bank<br>customers, increased customer awareness,<br>and rising levels of fraud and scams.<br>Approach to financial wellbeing<br>We set an ambition in 2023 to help 10 million<br>people per year manage their financial<br>wellbeing by 2027. In 2024, we exceeded<br>our annual ambition to help 7 million people<br>manage their financial wellbeing by supporting<br>7.8 million people. After reaching this<br>milestone, we reviewed our ambition in the<br>context of our strategy and decided to no<br>longer separately measure, track, and<br>report on this target.<br>Financial wellbeing is now sufficiently<br>embedded in our strategy, and we continue<br>to support customers through both broad<br>and tailored products and services such as<br>our Digital Regular Saver, Round Ups, NatWest<br>Thrive programme, and Financial Foundations<br>workshops, which will continue to be offered<br>unless otherwise specified.<br>Two key programmes, NatWest Thrive and<br>Financial Foundations, remain central to our<br>work to improve financial wellbeing among<br>our customers and communities.<br>NatWest Thrive: building confidence<br>with money and future skills for the<br>next generation<br>For over 30 years, we have run programmes<br>to help young people grow their financial<br>confidence. In 2025, we brought together<br>several of these long-standing programmes –<br>MoneySense, Dream Bigger and CareerSense<br>– into a single free educational programme<br>called NatWest Thrive.<br>NatWest Thrive provides bite-sized learning<br>content for teachers, parents and youth<br>workers. To connect with young people, we<br>use relatable role models and real-life scenarios<br>that help money matters and careers feel<br>relevant. For example, we have drawn on our<br>partnerships with Team GB and ParalympicsGB<br>to bring in athlete ambassadors to inspire<br>young people to take steps to shape the<br>future they want.<br>Spotlight<br>Expanding<br>NatWest<br>Accelerator Hubs<br>Our 12 Hubs are central to the<br>Accelerator community, delivering local<br>tailored interventions designed to meet<br>local needs. We have partnered with<br>the Universities of Manchester, Oxford,<br>York and Brighton to establish local<br>Accelerator Hubs in their campuses to<br>continue expanding the community. We<br>plan to set up hubs in up to 10 universities<br>over the next two years. This initiative is<br>part of our wider strategy launched<br>in spring 2025, to harness academic<br>expertise and regional strengths as<br>we grow the reach of the community.<br>it easier for businesses to manage their<br>finances and overcome hurdles while<br>focusing on building their business.<br>NatWest Accelerator: evolving to<br>empower more entrepreneurs<br>and businesses<br>The NatWest Accelerator community<br>offers coaching, networking and resources to<br>start-ups and small businesses, helping them<br>grow and build vital foundations for long-term<br>resilience. To extend the community’s reach<br>and impact, we switched to a hybrid model,<br>launching the NatWest Accelerator app in<br>March 2025. The app provides UK-wide access<br>to learning, collaboration spaces, mentors and<br>events, and as 31 December 2025 we had<br>approximately 12,000 members registered<br>on the app.<br>In 2025, we forged partnerships to drive inclusive<br>growth and innovation. Our collaboration with<br>Google supports responsible AI adoption,<br>boosting digital capability for entrepreneurs.<br>With JCDecaux UK, they empower early-stage<br>businesses to scale through Out-of-Home<br>advertising, increasing visibility and creating<br>opportunities for sustainable business growth.<br>We also launched NatWest Accelerator Pitch,<br>showcasing UK entrepreneurial talent and<br>innovation to help increase their visibility and<br>growth opportunities. Pitch provides a national<br>platform for founders to present to expert<br>judges and industry leaders. Since launching<br>in March 2025, NatWest Pitch has attracted<br>around 1,000 applications from founders<br>nationwide. Its first two live finals, hosted<br>in Manchester in July 2025 and London in<br>November 2025, awarded £200,000 to six<br>innovative businesses.<br>To contribute to inclusive entrepreneurship,<br>approximately half of our support through the<br>NatWest Accelerator community is directed<br>to women in business, and a significant<br>proportion to individuals from ethnic minority<br>backgrounds. We continue to work with<br>partners including Digital Boost, Buy Women<br>Built and Hatch to create an equitable,<br>empowering ecosystem for diverse founders.<br>We are now aiming to grow our<br>Accelerator community to<br>50,000 members<br>in 2026.<br>In 2025, NatWest Thrive reached over<br>1 million<br>young people across the UK,<br>with 80% of young people across<br>schools and youth clubs reporting<br>a positive change in behaviour<br>towards their financial wellbeing<br>after participating in NatWest Thrive.<br>Supporting women in business<br>We continue to support female entrepreneurs<br>through access to finance, mentorship and<br>tailored networks. Between 2020 and June<br>2025, we approved more than 55,900 loans<br>for women-led businesses, totalling £2.8 billion.<br>Partnerships with platforms such as MP HERoes<br>have provided female entrepreneurs with<br>practical support, networking opportunities,<br>mentoring and events, alongside the Begin<br>programme for aspiring entrepreneurs.<br>Expanding the impact of NatWest<br>Thrive with the National Youth Agency<br>Youth clubs can be an important hub for young<br>people to access information they trust, in<br>a setting they feel comfortable in.<br>Our partnership with the National Youth<br>Agency enables us to connect with young<br>people through youth clubs in underserved<br>communities. Our £5 million levy fund pledge,<br>which was increased from £3 million in 2025,<br>continues to bring more qualified youth<br>workers into the sector. Of those beginning a<br>youth work degree apprenticeship qualification<br>in the UK in 2025, NatWest Group supported a<br>third through our apprenticeship levy funding.<br>Helping people build better and<br>more resilient businesses<br>Homegrown businesses are the cornerstone<br>of the UK economy. We believe we can<br>contribute to more disciplined growth by<br>supporting businesses of all sizes to start<br>up, scale and adapt. Through core products<br>and additional programmes, we are making<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4343
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focused on turning possibilities into progress,<br>we can use our financial products to support<br>investment and delivery of schemes that lay<br>the foundations for more balanced growth<br>and look to support environmental and<br>social outcomes for our customers.<br>We contributed to the Cambridge Institute for<br>Sustainability Leadership’s report, advocating<br>for retrofit as a national priority. The report<br>highlights the economic, social and health<br>benefits of energy efficiency, framing retrofit<br>as essential to climate action, public wellbeing<br>and long-term productivity.<br>Supporting customers’ social financing<br>NatWest Markets, acting as arranger<br>and dealer, continued to support corporate<br>and institutional customers with their social<br>and sustainability bond issuances through<br>private placements, public bonds, and tap<br>transactions, to facilitate projects that improve<br>access to essential services, like affordable<br>housing, healthcare, and other socially<br>beneficial activities.<br>In 2025, we lead managed 22 sustainability<br>and 12 social bonds, acting as arranger<br>and dealer, facilitating a total notional<br>of £18.8 billion(1) of which £5 billion was<br>attributable to NatWest Group as at<br>31 December 2025 (2024: total notional<br>£24 billion, £5.4 billion attributable).<br>Use of proceeds from our green and<br>social bonds<br>Our Green, Social and Sustainability (GSS)<br>Financing Framework is designed with the<br>aim of attracting dedicated and diversified<br>funding that supports lending and investment<br>activities with the potential to deliver positive<br>environmental and social outcomes. Since<br>2019 this has included the issuance of(2):<br> • Five social bonds, with a total nominal<br>value at issuance of £3.9 billion,<br>across three asset classes.<br> • Four green bonds, with a total<br>nominal value at issuance of £2.6 billion,<br>also across three asset classes.<br>Spotlight<br>Supporting the<br>building of social<br>rented homes<br>In July 2025, NatWest Group launched a<br>first-to-market £500 million loan product<br>to be used for the building of social<br>rented homes. This loan product aims to<br>help address the housing crisis, offering<br>discounted rates and no arrangement<br>fees(3) to housing associations. Following<br>strong demand, we increased the level<br>of lending to £1 billion in December<br>2025, potentially saving the sector in<br>finance costs. This lending is expected to<br>be delivered throughout 2026, subject to<br>market conditions.<br>Sustainability review continued	Supporting customers and communities through our banking products and services continued<br>In 2025, we completed<br>£168.5 million<br>of lending to support the building<br>of social rented homes.(1)<br>We set an ambition to provide<br>£7.5 billion of targeted lending to<br>the social housing sector between<br>1 January 2024 and 31 December<br>2026. Having delivered £8.7billion(1)<br>in lending across 2024 and 2025, and<br>achieving our ambition early, we are<br>now aiming to deliver<br>£10 billion<br>in new lending between 1 January<br>2026 and 31 December 2028.<br>(1) Social finance and facilitation represent only a relatively small proportion of our overall financing and facilitation activities.<br>(2) Of the nine green and social bonds issued by NatWest Group, as at 31 December 2025 seven remain outstanding, two issuances having been redeemed at their first call date.<br>(3) Discounted rates and no arrangement fees based on internal margins.<br>Banking support for small businesses<br>We support small businesses through a<br>suite of digital products designed to simplify<br>financial management and accelerate growth.<br>An example is Mettle, our digital business bank<br>account for sole traders, small businesses and<br>limited companies, that makes it easy for<br>customers to raise and send invoices, upload<br>receipts and integrate with FreeAgent. In 2025,<br>we expanded Mettle+, making it more widely<br>available to customers. The service enables<br>businesses to create and send bespoke quotes<br>and convert them to invoices on the go. Mettle<br>was voted ‘Best Business Banking Provider’ at<br>the British Bank Awards and ‘Best Customer<br>Service’ at Engage Awards 2025. As at<br>31 December 2025, Mettle reached<br>approximately 150,000 open accounts, up<br>from approximately 132,000 at the end of 2024.<br>FreeAgent continues to bring accounting<br>software to small businesses, supporting<br>approximately 225,000 customers in 2025,<br>compared with 200,000 in 2024. It simplifies<br>bookkeeping, tax, and financial planning, so<br>that small businesses can better understand<br>and manage their finances.<br>Tyl by NatWest, our payments solution,<br>supported approximately 40,000 merchants<br>during 2025, compared with approximately<br>38,000 in 2024. It offers flexible, easy-to-use<br>payment options that help businesses get<br>paid faster and manage transactions more<br>efficiently. In 2025, we launched a new suite<br>of terminals and a merchant portal to further<br>improve the experience for small businesses,<br>micro-businesses and seasonal traders.<br>Building for the future by<br>partnering with our corporate<br>clients to support social and<br>sustainability goals<br>Social housing and sustainable infrastructure<br>are fundamental to building resilient<br>communities. We believe that as a bank<br>This funding supports our customers with<br>the delivery of new homes, improved living<br>conditions and the UK’s progress towards<br>net zero.<br>Strategic partnerships supporting<br>the housing sector<br>NatWest Group collaborated through strategic<br>partnerships to support efforts towards driving<br>inclusive and sustainable housing solutions<br>across the UK.<br>In April 2025, the National Wealth Fund<br>announced a financial guarantee of up to<br>£400 million to cover a series of new loans<br>provided by NatWest Group to registered<br>providers for the retrofit of social housing stock<br>in the UK. This lending aims to accelerate the<br>decarbonisation of social housing by funding<br>measures such as lighting, insulation and<br>renewable energy generation like solar panels.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4444
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focused on turning possibilities into progress,<br>we can use our financial products to support<br>investment and delivery of schemes that lay<br>the foundations for more balanced growth<br>and look to support environmental and<br>social outcomes for our customers.<br>We contributed to the Cambridge Institute for<br>Sustainability Leadership’s report, advocating<br>for retrofit as a national priority. The report<br>highlights the economic, social and health<br>benefits of energy efficiency, framing retrofit<br>as essential to climate action, public wellbeing<br>and long-term productivity.<br>Supporting customers’ social financing<br>NatWest Markets, acting as arranger<br>and dealer, continued to support corporate<br>and institutional customers with their social<br>and sustainability bond issuances through<br>private placements, public bonds, and tap<br>transactions, to facilitate projects that improve<br>access to essential services, like affordable<br>housing, healthcare, and other socially<br>beneficial activities.<br>In 2025, we lead managed 22 sustainability<br>and 12 social bonds, acting as arranger<br>and dealer, facilitating a total notional<br>of £18.8 billion(1) of which £5 billion was<br>attributable to NatWest Group as at<br>31 December 2025 (2024: total notional<br>£24 billion, £5.4 billion attributable).<br>Use of proceeds from our green and<br>social bonds<br>Our Green, Social and Sustainability (GSS)<br>Financing Framework is designed with the<br>aim of attracting dedicated and diversified<br>funding that supports lending and investment<br>activities with the potential to deliver positive<br>environmental and social outcomes. Since<br>2019 this has included the issuance of(2):<br>• Five social bonds, with a total nominal<br>value at issuance of £3.9 billion,<br>across three asset classes.<br>• Four green bonds, with a total<br>nominal value at issuance of £2.6 billion,<br>also across three asset classes.<br>Read more on our 2024 Green, Social and<br>Sustainability Bonds Allocation and Impact Report<br>and GSS Framework at natwestgroup.com.<br>Spotlight<br>Supporting the<br>building of social<br>rented homes<br>In July 2025, NatWest Group launched a<br>first-to-market £500 million loan product<br>to be used for the building of social<br>rented homes. This loan product aims to<br>help address the housing crisis, offering<br>discounted rates and no arrangement<br>fees(3) to housing associations. Following<br>strong demand, we increased the level<br>of lending to £1 billion in December<br>2025, potentially saving the sector in<br>finance costs. This lending is expected to<br>be delivered throughout 2026, subject to<br>market conditions.<br>Sustainability review continued	Supporting customers and communities through our banking products and services continued<br>In 2025, we completed<br>£168.5 million<br>of lending to support the building<br>of social rented homes.(1)<br>We set an ambition to provide<br>£7.5 billion of targeted lending to<br>the social housing sector between<br>1 January 2024 and 31 December<br>2026. Having delivered £8.7billion(1)<br>in lending across 2024 and 2025, and<br>achieving our ambition early, we are<br>now aiming to deliver<br>£10 billion<br>in new lending between 1 January<br>2026 and 31 December 2028.<br>(1) Social finance and facilitation represent only a relatively small proportion of our overall financing and facilitation activities.<br>(2) Of the nine green and social bonds issued by NatWest Group, as at 31 December 2025 seven remain outstanding, two issuances having been redeemed at their first call date.<br>(3) Discounted rates and no arrangement fees based on internal margins.<br>Banking support for small businesses<br>We support small businesses through a<br>suite of digital products designed to simplify<br>financial management and accelerate growth.<br>An example is Mettle, our digital business bank<br>account for sole traders, small businesses and<br>limited companies, that makes it easy for<br>customers to raise and send invoices, upload<br>receipts and integrate with FreeAgent. In 2025,<br>we expanded Mettle+, making it more widely<br>available to customers. The service enables<br>businesses to create and send bespoke quotes<br>and convert them to invoices on the go. Mettle<br>was voted ‘Best Business Banking Provider’ at<br>the British Bank Awards and ‘Best Customer<br>Service’ at Engage Awards 2025. As at<br>31 December 2025, Mettle reached<br>approximately 150,000 open accounts, up<br>from approximately 132,000 at the end of 2024.<br>FreeAgent continues to bring accounting<br>software to small businesses, supporting<br>approximately 225,000 customers in 2025,<br>compared with 200,000 in 2024. It simplifies<br>bookkeeping, tax, and financial planning, so<br>that small businesses can better understand<br>and manage their finances.<br>Tyl by NatWest, our payments solution,<br>supported approximately 40,000 merchants<br>during 2025, compared with approximately<br>38,000 in 2024. It offers flexible, easy-to-use<br>payment options that help businesses get<br>paid faster and manage transactions more<br>efficiently. In 2025, we launched a new suite<br>of terminals and a merchant portal to further<br>improve the experience for small businesses,<br>micro-businesses and seasonal traders.<br>Building for the future by<br>partnering with our corporate<br>clients to support social and<br>sustainability goals<br>Social housing and sustainable infrastructure<br>are fundamental to building resilient<br>communities. We believe that as a bank<br>This funding supports our customers with<br>the delivery of new homes, improved living<br>conditions and the UK’s progress towards<br>net zero.<br>Strategic partnerships supporting<br>the housing sector<br>NatWest Group collaborated through strategic<br>partnerships to support efforts towards driving<br>inclusive and sustainable housing solutions<br>across the UK.<br>In April 2025, the National Wealth Fund<br>announced a financial guarantee of up to<br>£400 million to cover a series of new loans<br>provided by NatWest Group to registered<br>providers for the retrofit of social housing stock<br>in the UK. This lending aims to accelerate the<br>decarbonisation of social housing by funding<br>measures such as lighting, insulation and<br>renewable energy generation like solar panels.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 44<br>Succeeding with customers<br>Across the wide spread of communities<br>we serve in the UK, connections are<br>sometimes required beyond our branches.<br>This is especially true for areas of the<br>country where customers can find it<br>difficult to access our physical locations.<br>NatWest Group has a pioneering history<br>in mobile branch banking and continues<br>to reach communities that are distanced<br>from our main branch buildings. In the<br>Orkney Islands, for instance, the Royal<br>Bank of Scotland is the only bank in the<br>UK to operate a ‘flying banking’ service.<br>From the Royal Bank of Scotland branch<br>in Kirkwall, it’s the role of Personal Banker,<br>Lois Canning, to fly to three islands –<br>Westray, once a week; and Stronsay<br>and Sanday, every fortnight – to provide<br>essential in-person banking services.<br>Our impact<br>Providing vital<br>access to cash.<br>Supporting local<br>businesses and<br>their communities.<br>Promoting online<br>and telephone<br>banking for<br>24-hour access.<br>Orkney Islands<br>island communities<br>through flying<br>banking<br>Case study – helping people manage their money<br>Connecting<br>Lois Canning (left) and Stuart Groat, Royal Bank of Scotland customer (right)<br>‘There are lots of people in<br>smaller communities that really<br>do need our support, so it’s<br>important we can find a way to<br>reach them. Succeeding with<br>customers means understanding<br>their lives and being there for<br>them, wherever they are.’<br>Lois Canning, Royal Bank of Scotland,<br>Personal Banker, Kirkwall, Orkney Islands.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4545
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Innovation in our products and services<br>Sustainability review continued<br>Improving the customer<br>experience and accessibility<br>of our digital channels<br>We focus on exploring and embracing<br>innovation and technology that helps<br>customers access financial services that they<br>need and bank in a way that works for them.<br>Banking apps and online platforms are an<br>essential tool for making it more convenient<br>for our customers to manage money. We<br>continue to explore ways to further personalise<br>our online services to customer preferences<br>and make essential banking easier. We<br>continue to operate in a rapidly changing<br>landscape, and as we evolve our digital<br>services and adopt emerging technologies<br>that support our customers, maintaining<br>accessibility, stability, and responsible use<br>of data and AI, is essential.<br>Enhancements to mobile apps and<br>online platforms<br>We recognise there is always room to<br>strengthen the services we provide and<br>our development focus for the retail app in<br>2025 has been to make it easier and more<br>supportive for our customers. The following<br>changes reflect that focus for 2025:<br> • Subscription management helps customers<br>see their subscriptions in one convenient<br>place within the app. Where possible, we<br>have included direct links to company<br>websites for simple management –<br>helping customers manage their payments.<br> • Offering virtual debit cards making online<br>purchases easier.<br> • Introducing Budget Pots for Ulster Bank<br>customers, enabling them to set aside money.<br> • Providing real-time credit limit management.<br>We also invested in our award-winning Coutts<br>app to enhance the client experience and<br>deepen engagement. We introduced a set of<br>enhancements in addition to refreshing our<br>website to improve accessibility. Some key<br>achievements include:<br> • All non-bespoke savings products available<br>as digital journeys, resulting in an 11.3%<br>uplift in digital balances year-on-year.<br> • Offering further insights for clients on<br>their investments with the introduction<br>of Valuation and Performance charts.<br> • Sharing expert market commentary to<br>better showcase our expertise and meet<br>client needs.<br>Following the 2025 enhancements, our Coutts<br>digital experience is now attracting a Net<br>Promoter Score® of +54.<br>We also upgraded Bankline, the digital channel<br>for Commercial & Institutional customers, in<br>2025. This was done to make it simpler to use,<br>and to enable our customers to access other<br>products and services more efficiently, through<br>a single sign-on. Customers can now access a<br>wide range of NatWest Group products<br>through Bankline, including:<br> • FacFlow, our invoice finance service.<br> • Lombard, our asset finance platform.<br> • ClearSpend, our corporate card platform.<br> • Agile Markets, our foreign exchange<br>(FX) application.<br> • Trade360, our trade finance platform.<br>We want to strengthen our relationships with<br>our customers by connecting them with the<br>best technology available to us to help them<br>manage their money for day-to-day banking,<br>plan for the future, achieve their long-term<br>financial goals, and build better, more resilient<br>businesses. Emerging technologies and shifting<br>customer preferences are transforming how<br>people bank. That’s why we are aiming to build<br>a bank that develops and adopts tools that<br>improve customer experience and access<br>to our services.<br>Retail customers<br>banking entirely digital<br>81.8%<br>Target: 80% (2024: 78.7%)<br>Commercial &<br>Institutional customers<br>banking digital first<br>84.5%<br>Target: 85% (2024: 82.9%)<br>(1) Retail Banking customers with active current accounts that have accessed a digital platform<br>(online or mobile) and not used the branch or telephony for 90 days in the reporting period<br>ended on 31 December 2025. Inactive customers and customers with no channel use excluded.<br>Mortgages and savings accounts, and interactions via the Post Office are excluded from the scope<br>of measurement.<br>(2) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s<br>that access their account 95% or higher through digital channels for three rolling months in the<br>reporting period ended on 31 December. 2025 Access to account through a digital channel may<br>not result in a transaction.<br>Link to remuneration Key performance indicators<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4646<br>(3) For more information on these targets, refer to the NatWest Group 2025 Basis of Reporting.<br>(1,3)<br>(2,3)
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Innovation in our products and services<br>Sustainability review continued<br>Improving the customer<br>experience and accessibility<br>of our digital channels<br>We focus on exploring and embracing<br>innovation and technology that helps<br>customers access financial services that they<br>need and bank in a way that works for them.<br>Banking apps and online platforms are an<br>essential tool for making it more convenient<br>for our customers to manage money. We<br>continue to explore ways to further personalise<br>our online services to customer preferences<br>and make essential banking easier. We<br>continue to operate in a rapidly changing<br>landscape, and as we evolve our digital<br>services and adopt emerging technologies<br>that support our customers, maintaining<br>accessibility, stability, and responsible use<br>of data and AI, is essential.<br>Enhancements to mobile apps and<br>online platforms<br>We recognise there is always room to<br>strengthen the services we provide and<br>our development focus for the retail app in<br>2025 has been to make it easier and more<br>supportive for our customers. The following<br>changes reflect that focus for 2025:<br> • Subscription management helps customers<br>see their subscriptions in one convenient<br>place within the app. Where possible, we<br>have included direct links to company<br>websites for simple management –<br>helping customers manage their payments.<br> • Offering virtual debit cards making online<br>purchases easier.<br> • Introducing Budget Pots for Ulster Bank<br>customers, enabling them to set aside money.<br> • Providing real-time credit limit management.<br>We also invested in our award-winning Coutts<br>app to enhance the client experience and<br>deepen engagement. We introduced a set of<br>enhancements in addition to refreshing our<br>website to improve accessibility. Some key<br>achievements include:<br> • All non-bespoke savings products available<br>as digital journeys, resulting in an 11.3%<br>uplift in digital balances year-on-year.<br> • Offering further insights for clients on<br>their investments with the introduction<br>of Valuation and Performance charts.<br> • Sharing expert market commentary to<br>better showcase our expertise and meet<br>client needs.<br>Following the 2025 enhancements, our Coutts<br>digital experience is now attracting a Net<br>Promoter Score® of +54.<br>We also upgraded Bankline, the digital channel<br>for Commercial & Institutional customers, in<br>2025. This was done to make it simpler to use,<br>and to enable our customers to access other<br>products and services more efficiently, through<br>a single sign-on. Customers can now access a<br>wide range of NatWest Group products<br>through Bankline, including:<br> • FacFlow, our invoice finance service.<br> • Lombard, our asset finance platform.<br> • ClearSpend, our corporate card platform.<br> • Agile Markets, our foreign exchange<br>(FX) application.<br> • Trade360, our trade finance platform.<br>We want to strengthen our relationships with<br>our customers by connecting them with the<br>best technology available to us to help them<br>manage their money for day-to-day banking,<br>plan for the future, achieve their long-term<br>financial goals, and build better, more resilient<br>businesses. Emerging technologies and shifting<br>customer preferences are transforming how<br>people bank. That’s why we are aiming to build<br>a bank that develops and adopts tools that<br>improve customer experience and access<br>to our services.<br>Retail customers<br>banking entirely digital<br>81.8%(1,3) (LA)<br>Target: 80% (2024: 78.7%)<br>Commercial &<br>Institutional customers<br>banking digital first<br>84.5%(2,3) (LA)<br>Target: 85% (2024: 82.9%)<br>(1) Retail Banking customers with active current accounts that have accessed a digital platform<br>(online or mobile) and not used the branch or telephony for 90 days in the reporting period<br>ended on 31 December 2025. Inactive customers and customers with no channel use excluded.<br>Mortgages and savings accounts, and interactions via the Post Office are excluded from the scope<br>of measurement.<br>(2) Commercial & Institutional (ring-fenced bank) customers with active non-personal account/s<br>that access their account 95% or higher through digital channels for three rolling months in the<br>reporting period ended on 31 December. 2025 Access to account through a digital channel may<br>not result in a transaction.<br>(3) For more information on these targets, refer to the NatWest Group 2025 Basis of Reporting.<br>(LA)Metric subject to independent Limited Assurance by EY. Refer to page 71.<br>Link to remuneration Key performance indicators<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 46<br>Sustainability review continued	Innovation in our products and services continued<br>Embedding AI in our customer journeys<br>We want our customers to find banking with<br>us easier, and AI is a capability that we believe<br>can help us become a simpler organisation for<br>our customers to engage with. As we develop<br>our AI capability across our operations,<br>products, and services, we are starting<br>to see the value it can add.<br>Cora, our digital assistant, deals with over 100<br>topics across mobile, online, and telephony<br>banking. In 2025, Cora handled 12.9 million<br>conversations, with 50% of these interactions<br>requiring no human intervention from our teams,<br>so we can serve the customers who do need<br>personal support more quickly. Through 2025,<br>we’ve made significant investment in bringing<br>Generative AI (GenAI) into the customer<br>experience. This enabled us to introduce<br>GenAI to 17 additional Cora customer journeys<br>(now 21, as at 31 December 2025). As a result,<br>we have seen around a 20-percentage-point<br>increase in queries resolved without any<br>human intervention, compared to the<br>equivalent non-Gen AI supported Cora journey.<br>We also introduced a new AI-based identification<br>process for approximately one million<br>Commercial & Institutional customers. It offers<br>a secure way to provide identity documents to<br>NatWest digitally, reducing completion time from<br>days to minutes. This removes the need for<br>document certification, which often incurs a cost<br>for customers. For security, AI-based analytics<br>detect potential alterations or manipulation, and<br>biometric facial comparison algorithms confirm<br>the customer identity.<br>To better support our colleagues, we use<br>AI summaries to help triage customer needs. In<br>2025, the technology benefitted approximately<br>9,000 customer support agents, freeing up<br>their time to focus on speaking with customers<br>and dealing with more complex queries.<br>There was one Criticality 1 incident(2) compared<br>with zero for 2024. These numbers include all<br>events that had an impact on our operations,<br>not just system issues.<br>Through strong control frameworks,<br>we remain focused on our operational<br>resilience with customer service a priority.<br>We have policies, standards and mature<br>processes in place to minimise the potential<br>for any technology or IT system disruptions.<br>These include recovery procedures and<br>incident response plans, all of which are<br>tested on a regular basis to reduce risk.<br>Spotlight<br>Using AI responsibly<br>In 2025, we focused on strengthening our<br>internal capabilities to safely embed AI and<br>data ethics across our organisation and<br>customer journeys. We continued to embed<br>AI and data ethics into our AI development,<br>procurement, deployment and use across<br>the bank, and we also grew our Responsible<br>AI Team to support with this.<br>Through a partnership with the University<br>of Edinburgh, we are upskilling team<br>members in responsible AI. A second<br>cohort of 32 colleagues completed a<br>bespoke practitioners’ course based on<br>the University’s Data and AI Ethics masters<br>course, with more cohorts planned for 2026.<br>We published our AI and Data Ethics<br>(AIDE) Code of Conduct to be transparent<br>about our approach to the development,<br>procurement, deployment and use of AI.<br>In addition, the Responsible AI Team<br>refined the AIDE process to include<br>a triage for all AI use cases. This system<br>allows us to assess ethical risks<br>proportionately across use cases and<br>recommend actions to help ensure<br>compliance with our AIDE Code of Conduct.<br>It also streamlines our governance<br>processes by removing unnecessary steps.<br>More broadly, we are enhancing our risk<br>framework and controls with the aim to<br>ensure our AI systems are robust, secure<br>and properly governed. NatWest Group’s<br>Enterprise-Wide Risk Management<br>Framework (EWRMF) provides the<br>appropriate guardrails to ensure the<br>safe and secure deployment of AI.(1)<br>Improving digital accessibility<br>Our aim is to provide a consistent and accessible<br>experience for all our customers, which includes<br>engaging disabled and neurodivergent people in<br>the design of our digital platforms. We recognise<br>there is still scope to develop this further, and<br>it continues to guide our work.<br>We aim to conform to the World Wide Web<br>Consortium’s (W3C) Web Content Accessibility<br>(WCAG) v2.2 at Level AA, which is reflected<br>in our NatWest Digital Accessibility Standards.<br>These standards also reference the British<br>Standards Institution (BSI) Vocal Accessibility<br>PAS 901 and act as a guide for our approach.<br>In 2025, we commissioned research on font<br>scaling and target touch size and will use the<br>findings to inform our design system. We also<br>updated guidance within our supplier code of<br>best practice with an expectation that suppliers<br>conform to the most recent version of the<br>international accessibility standards, WCAG<br>v2.2 AA.<br>Leveraging innovation to enhance<br>customer experience<br>By investing in innovation to improve our<br>technology and refine our processes, we are<br>working to improve our digital stability for our<br>customers and tackle fraud.<br>Digital stability<br>Problems with our digital environment can<br>have a detrimental impact on our customers’<br>ability to access and manage their money.<br>In 2025, we had consistently high performance<br>and stability of our most critical systems,<br>which have been available 99.99% of the time.<br>(1) This includes Model Risk requirements regarding use of modelled outputs, Conduct Risk and customer outcomes, and information integrity with regard to Operational Risk. Recognising the increasing complexity and volume of AI deployment, work is underway to identify and drive<br>forward enhancements as required across the EWRMF to ensure the continued safe deployment of AI use cases.<br>(2) Availability of our key systems is currently calculated against our Important Business Services – those defined as the most critical. By way of illustration, a Criticality 1 incident could be a loss of key IT systems resulting in an impact to more than 15% of the bank’s customers or an<br>incident that leads to a financial loss of over £10 million.<br>21,500<br>colleagues completed the digital<br>accessibility learning module in 2025.<br>In 2025, approximately<br>58,000<br>colleagues completed internally<br>developed AI and data ethics training.<br>We continue to strengthen our role-based<br>training pathways to increase understanding<br>of the importance of accessibility. Our Digital<br>Accessibility learning module was completed<br>by approximately 21,500 colleagues in 2025.<br>Colleagues in many different areas of the bank<br>completed the module including Retail Banking,<br>Private Banking & Wealth Management,<br>Commercial & Institutional, and Digital X.<br>Beyond our own business, in 2025 we worked<br>with external partners supporting the Business<br>Disability Forum Technology Task Force to<br>advance industry-wide digital accessibility<br>maturity. In addition, we facilitated the<br>livestream of Europe’s largest accessibility<br>conference, TechShare Pro, and delivered<br>content to its online audience.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4747<br>For further information on our AI approach refer<br>to page 76 in Risk overview.
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Supporting the climate transition<br>Sustainability review continued<br>At NatWest Group, we aim to help our<br>customers on their journey toward net zero,<br>including engaging on how we could support<br>their transition ambitions. We continue to<br>integrate our own climate ambitions into<br>our core business practices as part of our<br>commitment to delivering long-term value<br>and managing risk.<br>While the path to net zero by 2050 is far from<br>clear at this stage, we continue to focus on<br>supporting our customers’ transition and our<br>own ambitions to be net zero. Achievement of<br>our climate ambitions and targets is dependent<br>on a range of factors, including timely and<br>appropriate government policy, technology<br>developments, and on suppliers, customers<br>and society supporting the transition.<br>Governance<br>Our governance framework provides<br>clear oversight of climate ambitions<br>and targets, with Board-level<br>accountability for progress and risk.<br>Our climate ambitions, targets and our climate transition plan enable us to focus on the actions<br>we can take to succeed with our customers and deliver sustainable shareholder value over<br>time, including:<br> • Helping customers manage their money and plan for the future by, for example, providing<br>retrofit and home energy support through NatWest Group’s Home Energy Hub.<br> • Helping customers build better and more resilient businesses by financing sustainable solutions<br>that may lower running costs, improve efficiency and strengthen long-term viability.<br> • Facilitating balanced economic growth by financing large-scale renewable projects, energy<br>networks and demand-side electrification, driving progress across the UK economy.<br>Risk management<br>We continue to integrate climate, and<br>increasingly nature considerations into<br>how we assess and manage risk.<br>Climate-related<br>opportunities<br>We continue to support customers in<br>accessing sustainable solutions and<br>financing the transition to net zero.<br> • Refer to pages 49 to 52 for<br>summary information.<br>Emissions and emissions<br>estimates<br>We track and monitor various sources<br>of emissions to monitor progress and<br>inform our climate transition plan.<br> • Refer to pages 54 to 56 and 68<br>for summary information.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4848<br>As well as being a key sustainability topic for NatWest Group, climate-related information required<br>under sections 414CA and 414CB of the Companies Act 2006 is integrated throughout this report.<br>Refer to the table below and the Task Force on Climate-related Financial Disclosures (TCFD) index<br>on page 70.<br>• Refer to page 89 for more<br>information on climate governance<br>and pages 79 to 81 for Board<br>skills, experience and knowledge.<br>Annual Report on Form 20-F for our<br>approach to climate and nature<br>risk.<br>Annual Report on Form 20-F for<br>information on climate<br>considerations in credit risk.<br>• Refer to pages 116 to 120 of the<br>• Refer to page 72 of the
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Supporting the climate transition<br>Sustainability review continued<br>At NatWest Group, we aim to help our<br>customers on their journey toward net zero,<br>including engaging on how we could support<br>their transition ambitions. We continue to<br>integrate our own climate ambitions into<br>our core business practices as part of our<br>commitment to delivering long-term value<br>and managing risk.<br>While the path to net zero by 2050 is far from<br>clear at this stage, we continue to focus on<br>supporting our customers’ transition and our<br>own ambitions to be net zero. Achievement of<br>our climate ambitions and targets is dependent<br>on a range of factors, including timely and<br>appropriate government policy, technology<br>developments, and on suppliers, customers<br>and society supporting the transition.<br>Governance<br>Our governance framework provides<br>clear oversight of climate ambitions<br>and targets, with Board-level<br>accountability for progress and risk.<br> • Refer to page 106 for more<br>information on climate governance<br>and pages 103 and 113 for Board<br>skills, experience and knowledge.<br>Find out more in the<br>NatWest Group plc<br>2025 Climate Transition<br>Plan Report.<br>NatWest Group plc<br>2025 Climate Transition Plan Report<br>Succeeding<br>with customers<br>Our climate ambitions, targets and our climate transition plan enable us to focus on the actions<br>we can take to succeed with our customers and deliver sustainable shareholder value over<br>time, including:<br> • Helping customers manage their money and plan for the future by, for example, providing<br>retrofit and home energy support through NatWest Group’s Home Energy Hub.<br> • Helping customers build better and more resilient businesses by financing sustainable solutions<br>that may lower running costs, improve efficiency and strengthen long-term viability.<br> • Facilitating balanced economic growth by financing large-scale renewable projects, energy<br>networks and demand-side electrification, driving progress across the UK economy.<br>As well as being a key sustainability topic for NatWest Group, climate-related information required<br>under sections 414CA and 414CB of the Companies Act 2006 is integrated throughout this report.<br>Refer to the table below and the Task Force on Climate-related Financial Disclosures (TCFD) index<br>on page 70 and non-financial and sustainability information statement on pages 71 and 72.<br>Risk management<br>We continue to integrate climate, and<br>increasingly nature considerations into<br>how we assess and manage risk.<br> • Refer to pages 254 to 256<br>for our approach to<br>climate and nature risk.<br> • Refer to pages 213 and 214<br>for information on climate<br>considerations in credit risk.<br>Climate-related<br>opportunities<br>We continue to support customers in<br>accessing sustainable solutions and<br>financing the transition to net zero.<br> • Refer to pages 49 to 52 for<br>summary information.<br>Emissions and emissions<br>estimates<br>We track and monitor various sources<br>of emissions to monitor progress and<br>inform our climate transition plan.<br> • Refer to pages 54 to 56 and 68<br>for summary information.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 48<br>Sustainability review continued	Supporting the climate transition continued<br>We have an ambition to be net zero across our financed emissions, assets under management and operational value chain by 2050. This is aligned with the UK’s legal obligation<br>to be net zero by 2050. Achievement of our climate ambitions and targets is dependent on a range of factors, including timely and appropriate government policy, technology<br>developments, and on suppliers, customers and society supporting the transition.<br>We have retained our ambition to at least halve the climate impact of our financing activity by 2030, against a 2019 baseline<br>In February 2025, we disclosed that we continued to consider the achievement of our ambition to at least halve the climate impact of our financing activity by 2030, against a 2019 baseline, to be increasingly<br>challenging. We also disclosed our intention to review our climate ambitions and targets during 2025 in light of the advice issued by the UK Climate Change Committee (UK CCC) to the UK Government on<br>setting the Seventh Carbon Budget. Following this review, we have retained our ambition to at least halve the climate impact of our financing activity by 2030, against a 2019 baseline, having achieved a 39%<br>reduction between 2019 and 2024, primarily through strategic decisions, methodology and data enhancements. We acknowledge that emission reductions are unlikely to be linear and that the UK Parliament<br>will legislate a new legal limit on greenhouse gas emissions as part of the Seventh Carbon Budget by June 2026.<br>A simplified and focused approach<br>In 2022, we set 16 science-based portfolio-level sector targets for 2030. These targets were validated<br>by the Science Based Targets initiative (SBTi) and covered 79% of our lending book and 57% of debt<br>securities and equity shares, excluding sovereign debt securities as at 31 December 2019. They had<br>a 2019 baseline and underpinned the development of our initial climate transition plan and the<br>opportunities we identified to help our customers transition to a more sustainable economy.<br>We have continued to refine our climate transition plan to focus on the most material activities across<br>a range of sectors, including the metrics and methodologies used to track progress against our plan.<br>As a result we have withdrawn our 16 portfolio-level sector targets and replaced these targets with nine<br>portfolio-level activity-based targets for 2030. Our new targets are science-based, have a 2023 baseline<br>and have been developed using the UN Environment Programme Finance Initiative (UNEP FI) Guidance<br>for Climate Target Setting for Banks, ensuring coverage of carbon-intensive sectors, material sources of<br>emissions and adequate coverage of our balance sheet. They cover 61% of our lending book and 0.02%<br>of debt securities and equity shares, excluding sovereign debt as at 31 December 2023. We have not<br>sought SBTi validation of our new portfolio-level activity-based targets.<br>The scope of our new targets reflect our role as a provider of finance to a range of industries and the<br>activities recognised by the UK CCC as playing a critical role in enabling the UK’s transition to net zero<br>by 2050. This helps us to better understand the transition risks and opportunities that may impact our<br>customers and to better support the UK’s transition to net zero.<br>Operational emissions<br>We continue to aim for a 70% reduction in<br>Scope 1 and location-based Scope 2 emissions<br>and a 50% reduction in Scope 3 operational<br>emissions from applicable categories 1–14<br>by 2030, against a 2019 baseline. We also<br>continue to consume 100% renewable<br>electricity across our global operations in line<br>with our RE100 commitment. While we will<br>maintain a science-based pathway to 2030,<br>we have withdrawn our three science-based<br>targets which were validated by the Science<br>Based Targets initiative (SBTi).<br>Financing the transition<br>In July 2025, we set a new target to provide<br>£200 billion in climate and transition finance<br>between 1 July 2025 and the end of 2030.<br>Our climate and transition finance framework<br>has replaced the climate and sustainable<br>funding and financing inclusion criteria that<br>underpinned our previous £100 billion target,<br>which was exceeded in Q1 2025. This evolution<br>recognises that supporting the alignment and<br>transition of the real economy towards net<br>zero needs significant investment across a<br>broader spectrum of industries, including<br>hard-to-abate and emission intensive sectors,<br>alongside those delivering climate solutions.<br>Responsible investment<br>In 2025, we reviewed our responsible<br>investing approach, including our climate<br>ambitions, to ensure alignment with<br>customer needs and market standards.<br>Following the review, we have withdrawn<br>portfolio alignment from our entity level<br>2030 ambitions, recognising a lack of<br>market consensus on how to define<br>portfolio alignment within a wealth<br>management context. We have retained<br>our 2030 Weighted Average Carbon<br>Intensity (WACI) ambition, which reflects<br>market best practice and continues to<br>provide a standardised measure through<br>which we can monitor progress towards<br>our net zero by 2050 ambition.<br>Energy system review<br>We also stated that we would review our Environmental, Social and Ethical (ESE) Risk Acceptance Criteria for major oil and gas customers. The scope of<br>the energy system review was broader than the ESE Risk Acceptance Criteria for major oil and gas customers. From 1 January 2026, we updated the<br>name of our ESE Risk Framework to the Environmental and Social (E&S) Risk Framework. Recognising the complexity of the energy transition, we<br>conducted an energy system review during 2025 to ensure our strategy reflects the interconnected risks and opportunities across the energy value chain<br>as the economy transitions toward net zero. The energy system review considered the systemic nature of the energy transition which anticipates further<br>growth in renewables, the important yet declining role of oil and gas, significant infrastructure investment and demand-side electrification. Reflecting the<br>outcome of our energy system review, we have published a new E&S Energy Supply Sectors Risk Acceptance Criteria.<br>Refreshing our climate ambitions<br>We made a number of changes to our climate ambitions, targets and Environmental and Social (E&S) Risk Acceptance Criteria:<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 4949
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Sustainability review continued	Supporting the climate transition continued<br>(2) Climate and sustainable funding and financing (as defined<br>in our climate and sustainable funding and financing<br>inclusion criteria) and climate and transition finance, (as<br>defined in our climate and transition finance framework)<br>represent only a relatively small proportion of our overall<br>funding, financing and facilitation activities.<br>(3) Our operational emissions comprise greenhouse gas<br>emissions Scopes 1, 2 and 3 (categories 1–14, excluding<br>categories 8, 10 and 14) and does not include Scope 3<br>category 15 financed emissions. The reporting year<br>runs from 1 October to 30 September.<br>(4) Our WACI ambition includes listed equity and corporate<br>fixed income asset classes. We consider Managed Assets<br>(those assets we invest on our customers’ behalf, which<br>represented 81% of AUM as at 31 December 2025) to be<br>in-scope for our WACI ambition. Due to improved data<br>sourcing, current WACI measurement includes additional<br>data for government bond asset classes and Bespoke<br>portfolios. Our WACI ambition applies to equity and<br>corporate fixed income assets only.<br>(5) Scope 3 category 15 financed emissions (customer Scope<br>1 and 2) from lending and investments, refer to page 54.<br>Estimated financed emissions are reported as at<br>31 December 2024. Our financing activity may result in a<br>non-linear emissions profile, both within and across sectors.<br>(6) Based on 2024 emissions, reflecting the nine portfolio-level<br>activity-based targets for which convergence pathways<br>have been developed with reference to external<br>scenarios. A 2023 comparative is not provided as these<br>are new targets. In general, year-on-year fluctuations in<br>convergence status are expected as the availability of<br>customer emissions data improves and methodologies<br>are refined.<br>(7) The phase-out of coal refers to the exit of the customer<br>relationship by NatWest Group. This relates to all grades<br>of thermal coal (e.g. bituminous, sub-bituminous, and<br>lignite) typically used as a fuel for coal-fired generation.<br>Data challenges, particularly the lack of granular<br>customer information, create challenges in identifying<br>customers with ‘coal-related infrastructure’ and other<br>customers with coal-related operations within NatWest<br>Group’s large and diversified customer portfolios. As such,<br>the scope excludes (i) companies who generate less than<br>5% of their revenues via coal related activity (in line<br>with the UN Environment Programme Finance Initiative<br>(UNEP FI) Guidance for Climate Target Setting for Banks)<br>(ii) companies with a turnover of <£50 million, and<br>(iii) commodity traders. Metallurgical coal is excluded<br>from scope.<br>Climate and sustainable<br>funding and financing(2)<br>£110.3bn<br>provided between 1 July 2021<br>and 30 June 2025<br>In 2025, we exceeded our<br>target to provide £100 billion<br>in climate and sustainable<br>funding and financing<br>between 1 July 2021<br>and the end of 2025<br>We have a target to provide<br>£200 billion in climate and<br>transition finance between<br>1 July 2025 and the end<br>of 2030<br>Climate and<br>transition finance(2)<br>£19.0bn<br>provided 1 July to 31<br>December 2025<br>We have an ambition to<br>reduce emissions for our<br>operational value chain,<br>against a 2019 baseline by:<br>reducing Scope 1 and Scope<br>2 emissions by 70%<br>by 2030, while continuing to<br>consume 100% renewable<br>electricity in our direct own<br>global operations<br>Operational emissions(3)<br>Scope 1 and Scope 2<br>66% reduction<br>against a 2019 baseline<br>(2024: 60%)<br>We have an ambition to<br>reduce emissions for our<br>operational value chain,<br>against a 2019 baseline by:<br>reducing Scope 3 emissions<br>by 50% by 2030<br>Operational emissions(3)<br>Scope 3<br>47% reduction<br>against a 2019 baseline<br>(2024: 44%)<br>Progress against our climate ambitions and targets<br>We have an ambition to be net zero by 2050 across our financed emissions, assets under management (AUM) and operational value chain.<br>Our climate ambitions and targets(1) enable us to focus on actions we can take to succeed with our customers and deliver sustainable<br>shareholder value.<br>We aim to reduce the<br>WACI of our Managed<br>Assets by 50% by 2030<br>against a 2019 baseline<br>Weighted Average<br>Carbon Intensity (WACI)(4)<br>43% reduction<br>(2024: 34%)<br>We have an ambition for<br>50% of our UK residential<br>mortgage portfolio to<br>have an EPC rating of C<br>or better by 2030, where<br>EPCs are available<br>UK residential mortgage<br>portfolio rated at EPC C<br>or better, where EPCs<br>are available, as at<br>31 December 2025<br>48.8%<br>(2024: 46.3%)<br>We have an ambition to<br>at least halve the climate<br>impact of our financing<br>activity by 2030, against a<br>2019 baseline, supported<br>by portfolio-level, activity-based targets<br>Climate impact of our<br>financing activity against<br>a 2019 baseline(5):<br>39% reduction<br>(2024: 33%)<br>Portfolios aligned to<br>decarbonisation convergence<br>pathways(6):<br>6 out of 9<br>We have an ambition to<br>phase-out of coal(7) for<br>customers who have<br>coal production,<br>coal-fired generation<br>and coal-related<br>infrastructure globally<br>by 1 January 2030<br>Exposure to coal customers<br>remained in line with the<br>prior year<br>£0.6bn<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5050<br>(1) For details on dependencies applicable to and reliance on<br>our climate and sustainability-related ambitions, targets<br>and commitments, refer to ‘Climate and sustainability-related risks’, ‘Additional cautionary statement regarding<br>climate and sustainability-related data, metrics and<br>forward looking statements’, and ‘Cautionary statements<br>in relation to the climate and sustainability related<br> of the Annual Report on Form 20-F.<br>disclosures in this report’ on pages 2 to 4 and 269 to 289
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Sustainability review continued	Supporting the climate transition continued<br>(1) For details on dependencies applicable to and reliance on<br>our climate and sustainability-related ambitions, targets<br>and commitments, refer to ‘Climate and sustainability-related risks’, ‘Additional cautionary statement regarding<br>climate and sustainability-related data, metrics and<br>forward looking statements’, and ‘Cautionary statements<br>in relation to the climate and sustainability related<br>disclosures in this report’ on pages 420 to 422, 429<br>and 430 of this report.<br>(2) Climate and sustainable funding and financing (as defined<br>in our climate and sustainable funding and financing<br>inclusion criteria) and climate and transition finance, (as<br>defined in our climate and transition finance framework)<br>represent only a relatively small proportion of our overall<br>funding, financing and facilitation activities.<br>(3) Our operational emissions comprise greenhouse gas<br>emissions Scopes 1, 2 and 3 (categories 1–14, excluding<br>categories 8, 10 and 14) and does not include Scope 3<br>category 15 financed emissions. The reporting year<br>runs from 1 October to 30 September.<br>(4) Our WACI ambition includes listed equity and corporate<br>fixed income asset classes. We consider Managed Assets<br>(those assets we invest on our customers’ behalf, which<br>represented 81% of AUM as at 31 December 2025) to be<br>in-scope for our WACI ambition. Due to improved data<br>sourcing, current WACI measurement includes additional<br>data for government bond asset classes and Bespoke<br>portfolios. Our WACI ambition applies to equity and<br>corporate fixed income assets only.<br>(5) Scope 3 category 15 financed emissions (customer Scope<br>1 and 2) from lending and investments, refer to page 54.<br>Estimated financed emissions are reported as at<br>31 December 2024. Our financing activity may result in a<br>non-linear emissions profile, both within and across sectors.<br>(6) Based on 2024 emissions, reflecting the nine portfolio-level<br>activity-based targets for which convergence pathways<br>have been developed with reference to external<br>scenarios. A 2023 comparative is not provided as these<br>are new targets. In general, year-on-year fluctuations in<br>convergence status are expected as the availability of<br>customer emissions data improves and methodologies<br>are refined.<br>(7) The phase-out of coal refers to the exit of the customer<br>relationship by NatWest Group. This relates to all grades<br>of thermal coal (e.g. bituminous, sub-bituminous, and<br>lignite) typically used as a fuel for coal-fired generation.<br>Data challenges, particularly the lack of granular<br>customer information, create challenges in identifying<br>customers with ‘coal-related infrastructure’ and other<br>customers with coal-related operations within NatWest<br>Group’s large and diversified customer portfolios. As such,<br>the scope excludes (i) companies who generate less than<br>5% of their revenues via coal related activity (in line<br>with the UN Environment Programme Finance Initiative<br>(UNEP FI) Guidance for Climate Target Setting for Banks)<br>(ii) companies with a turnover of <£50 million, and<br>(iii) commodity traders. Metallurgical coal is excluded<br>from scope.<br>Metric subject to independent Limited Assurance by EY.<br>Metric subject to independent Reasonable Assurance by<br>EY. Refer to page 71.<br>Climate and sustainable<br>funding and financing(2)<br>£110.3bn(LA)<br>provided between 1 July 2021<br>and 30 June 2025<br>In 2025, we exceeded our<br>target to provide £100 billion<br>in climate and sustainable<br>funding and financing<br>between 1 July 2021<br>and the end of 2025<br>We have a target to provide<br>£200 billion in climate and<br>transition finance between<br>1 July 2025 and the end<br>of 2030<br>Climate and<br>transition finance(2)<br>£19.0bn(LA)<br>provided 1 July to 31<br>December 2025<br>We have an ambition to<br>reduce emissions for our<br>operational value chain,<br>against a 2019 baseline by:<br>reducing Scope 1 and Scope<br>2 emissions by 70%<br>by 2030, while continuing to<br>consume 100% renewable<br>electricity in our direct own<br>global operations<br>Operational emissions(3)<br>Scope 1 and Scope 2<br>66% reduction<br>against a 2019 baseline<br>(2024: 60%)<br>We have an ambition to<br>reduce emissions for our<br>operational value chain,<br>against a 2019 baseline by:<br>reducing Scope 3 emissions<br>by 50% by 2030<br>Operational emissions(3)<br>Scope 3<br>47% reduction<br>against a 2019 baseline<br>(2024: 44%)<br>Progress against our climate ambitions and targets<br>We have an ambition to be net zero by 2050 across our financed emissions, assets under management (AUM) and operational value chain.<br>Our climate ambitions and targets(1) enable us to focus on actions we can take to succeed with our customers and deliver sustainable<br>shareholder value.<br>We aim to reduce the<br>WACI of our Managed<br>Assets by 50% by 2030<br>against a 2019 baseline<br>Weighted Average<br>Carbon Intensity (WACI)(4)<br>43% reduction<br>(2024: 34%)<br>We have an ambition for<br>50% of our UK residential<br>mortgage portfolio to<br>have an EPC rating of C<br>or better by 2030, where<br>EPCs are available<br>UK residential mortgage<br>portfolio rated at EPC C<br>or better, where EPCs<br>are available, as at<br>31 December 2025<br>48.8%(RA)<br>(2024: 46.3%)<br>We have an ambition to<br>at least halve the climate<br>impact of our financing<br>activity by 2030, against a<br>2019 baseline, supported<br>by portfolio-level, activity-based targets<br>Climate impact of our<br>financing activity against<br>a 2019 baseline(5):<br>39% reduction<br>(2024: 33%)<br>Portfolios aligned to<br>decarbonisation convergence<br>pathways(6):<br>6 out of 9<br>We have an ambition to<br>phase-out of coal(7) for<br>customers who have<br>coal production,<br>coal-fired generation<br>and coal-related<br>infrastructure globally<br>by 1 January 2030<br>Exposure to coal customers<br>remained in line with the<br>prior year<br>£0.6bn(LA)<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 50<br>Climate-related risks<br>and opportunities<br>Climate change, nature loss and the responses<br>to these challenges have implications for the<br>economy, society, and the financial system.<br>As well as managing the risks they pose,<br>we pursue the opportunities arising from<br>the transition to a net-zero economy. This<br>approach aims to help protect the bank’s<br>financial resilience and support its strategy,<br>with an aim of generating sustainable returns<br>for our shareholders.<br>The transition to a net-zero economy requires<br>significant investment in climate change<br>mitigation and adaptation, including nature-based solutions. This creates opportunities for<br>capital providers and for collaboration between<br>the public and private sectors to drive the<br>technological advancements society needs.<br>We assess climate-related opportunities across<br>the organisation and within each business<br>segment through our integrated governance<br>model. We review opportunities and their<br>potential financial impacts annually as part<br>of the ongoing integration of our climate<br>transition plan into our financial planning<br>and related processes.<br>While climate change, nature loss and the<br>associated political, societal and environmental<br>responses to it present opportunities, they also<br>present risks. We continue to work to integrate<br>management of these climate and nature-related risks into strategic planning,<br>transactions and decision-making. However,<br>we recognise that our approach to nature-related risk is not as mature as our approach<br>to climate-related risk.<br>We identify three key sources of climate-related risk – physical, transition, and liability –<br>and assess them at strategic, portfolio, and<br>transaction levels. Our approach is designed<br>to identify where these risks exist across the<br>organisation and implement measures to<br>manage them proactively. We define short-term climate-related risks and opportunities<br>as those within our five-year planning horizon,<br>medium term as five to 15 years, and long<br>term as beyond 15 years.<br>NatWest Group Board<br>Board level (collective accountability)<br>Group<br>Board Risk<br>Committee<br>Group Audit<br>Committee<br>Group<br>Performance<br>and<br>Remuneration<br>Committee<br>Group<br>Nominations<br>and<br>Governance<br>Committee<br>Group<br>Technology,<br>Innovation and<br>Simplification<br>Committee(1)<br>Executive team<br>Management delivery (individual accountability)<br>Executive Risk Committee Executive Disclosure<br>Committee<br>Group Reputational<br>Risk Committee<br>Business and functional governance<br>Business/functional delivery<br>Retail<br>Banking<br>CEO, supported<br>by Retail ExCo<br>Private Banking &<br>Wealth Management<br>CEO, supported<br>by Private Banking &<br>Wealth Management ExCo<br>Commercial & Institutional<br>CEO, supported<br>by Commercial &<br>Institutional ExCo<br>Core cross-bank working groups<br>Sustainability review continued	Supporting the climate transition continued<br>Oversight and decision-making on<br>climate-related matters<br>We have embedded climate governance<br>and decision-making across NatWest Group<br>and we monitor the effectiveness of these<br>arrangements to ensure climate-related risks<br>and opportunities are considered appropriately<br>for the bank and our stakeholders.<br>The NatWest Group plc Board, subsidiaries,<br>Board Committees, executive fora and cross-bank working groups all have a role to play<br>in the governance of climate-related matters.<br>At management level, consideration of<br>climate-related risks and opportunities is<br>integrated within day-to-day decision-making.<br>In addition to formal governance fora,<br>management also consider climate matters<br>frequently and, where required, on an ad hoc<br>basis through, for example, cross bank<br>working groups and programme meetings.<br>This approach ensures climate considerations<br>are embedded across business activities.<br>For Executive Director remuneration, climate-related measures account for 15% of the<br>Performance Share Plan (PSP) scorecard<br>for awards proposed to be granted in March<br>2026 in respect of performance year 2025.<br>Spotlight<br>Building climate<br>capability across<br>NatWest Group<br>Following the conclusion of our three-year partnership with the University of<br>Edinburgh Centre for Business, Climate<br>Change and Sustainability, we continued<br>to embed sustainability knowledge<br>across the organisation. In 2025,<br>colleagues demonstrated strong<br>commitment to learning, with around<br>12,700 completions of our climate<br>and nature education resources.<br>Our targeted approach aims to ensure<br>insights are available at the point of<br>need, helping colleagues make informed<br>decisions and support customers and<br>suppliers. We advanced Future Fit<br>training, sector-specific tools, and<br>short instructional videos to navigate<br>sustainability risks and opportunities.<br>By equipping teams with practical<br>knowledge, we aim to enhance our<br>colleagues’ capability, while supporting<br>customers in the transition to a low-carbon economy.<br>c.12,700<br>colleague completions of our<br>climate and nature education<br>resources in 2025.<br>(2024: c.30,000).<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5151<br>The chart below provides an overview of the<br>NatWest Group-level integrated approach to<br>climate governance. Refer to page 89 for<br>more information on the roles played by each.<br>Refer to page 129 for details of how remuneration<br> is linked to strategy and sustainability priorities.<br>(1) Sustainable Banking Committee (SBC) transitioned into the Group Technology, Innovation and Simplification Committee (TISC),<br>with a number of SBC focus areas, including ESG (including climate) elevated to become Board-level matters. As such, TISC<br>has no specific responsibilities in relation to climate-related risks and opportunities. Refer to page 85 and 89.
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Sustainability review continued	Supporting the climate transition continued<br>Implementing our climate transition<br>plan supports progress against our<br>bank-wide strategic priorities<br>As a predominantly UK-focused bank, our<br>climate transition plan is designed through<br>a UK lens, while also incorporating global<br>considerations for our Investment Products<br>and Solutions and our focused international<br>footprint in Corporate and Institutional Banking.<br>We identify and assess climate-related risks<br>and opportunities at NatWest Group level and<br>within our business segments, Retail Banking;<br>Private Banking & Wealth Management;<br>and Commercial & Institutional, through an<br>integrated governance model, prioritising<br>those most significant to our strategy and<br>financial planning.<br>Opportunities include aligning our balance<br>sheet, assets under management and<br>operational value chain with our 2030<br>and 2050 climate ambitions. Our climate<br>transition plan also sets out how we aim to<br>help customers invest in growth, efficiency<br>and resilience, for example through access to<br>financing, tools and guidance. These activities<br>form part of how we seek to make progress<br>against our climate ambitions and targets.<br>NatWest Group’s approach reflects our aim of<br>driving impact through our business; helping<br>customers manage their money and build<br>more resilient businesses, as well as facilitating<br>balanced economic growth across the UK.<br>These principles align with the three strategic<br>priorities shown in the diagram on the right,<br>which illustrates how our climate transition<br>plan supports progress against our<br>bank-wide strategic objectives.<br>Supporting customers’ climate transitions<br>by providing products, tools and insights<br>that help them reduce emissions, build<br>resilience and access sustainable<br>finance opportunities.<br>Disciplined<br>growth<br>Ongoing integration of climate into<br>customer journeys, decision-making<br>and financial planning, as well as supplier<br>engagements. We are also reducing<br>complexity around our transition plan<br>to enable clear, transparent progress.<br>Leveraging<br>simplification<br>Evolving our policies and procedures to<br>identify, assess, and manage climate<br>and nature-related risks(1). Providing<br>finance to support the UK’s transition<br>strengthens resilience and reduces<br>exposure to higher-risk sectors.<br>Active balance sheet<br>and risk management<br>Climate-related opportunities and risks<br>Potential financial impacts<br>• Increased volume of climate and<br>transition finance.<br>• Increased balance sheet volumes<br>through demand for new products<br>and services that support transition.<br>• Additional expenditure to develop<br>new products and services to support<br>the transition.<br>• Additional fee income through<br>advisory and underwriting activities.<br>• Increased investment to support<br>reduction in carbon footprint and<br>nature-related effects in our<br>own operations.<br>• Continue to invest in the Climate<br>Decisioning Framework (CDF)<br>and Environmental Decisioning<br>Framework (EDF). These tools<br>deepen customer engagement on<br>transition progress and environmental<br>and climate-related risks.<br>• Reduced exposure and geographical<br>footprint related to prohibited and<br>restricted activities as identified in<br>our E&S Risk Acceptance Criteria.<br>• Changes in expected credit<br>losses (ECL).<br>(1) While our approach to nature-related risk is less mature than our approach to climate-related risk, we continued to make progress during 2025.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5252
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Sustainability review continued	Supporting the climate transition continued<br>Implementing our climate transition<br>plan supports progress against our<br>bank-wide strategic priorities<br>As a predominantly UK-focused bank, our<br>climate transition plan is designed through<br>a UK lens, while also incorporating global<br>considerations for our Investment Products<br>and Solutions and our focused international<br>footprint in Corporate and Institutional Banking.<br>We identify and assess climate-related risks<br>and opportunities at NatWest Group level and<br>within our business segments, Retail Banking;<br>Private Banking & Wealth Management;<br>and Commercial & Institutional, through an<br>integrated governance model, prioritising<br>those most significant to our strategy and<br>financial planning.<br>Opportunities include aligning our balance<br>sheet, assets under management and<br>operational value chain with our 2030<br>and 2050 climate ambitions. Our climate<br>transition plan also sets out how we aim to<br>help customers invest in growth, efficiency<br>and resilience, for example through access to<br>financing, tools and guidance. These activities<br>form part of how we seek to make progress<br>against our climate ambitions and targets.<br>NatWest Group’s approach reflects our aim of<br>driving impact through our business; helping<br>customers manage their money and build<br>more resilient businesses, as well as facilitating<br>balanced economic growth across the UK.<br>These principles align with the three strategic<br>priorities shown in the diagram on the right,<br>which illustrates how our climate transition<br>plan supports progress against our<br>bank-wide strategic objectives.<br>Supporting customers’ climate transitions<br>by providing products, tools and insights<br>that help them reduce emissions, build<br>resilience and access sustainable<br>finance opportunities.<br>Disciplined<br>growth<br>Ongoing integration of climate into<br>customer journeys, decision-making<br>and financial planning, as well as supplier<br>engagements. We are also reducing<br>complexity around our transition plan<br>to enable clear, transparent progress.<br>Leveraging<br>simplification<br>Evolving our policies and procedures to<br>identify, assess, and manage climate<br>and nature-related risks(1). Providing<br>finance to support the UK’s transition<br>strengthens resilience and reduces<br>exposure to higher-risk sectors.<br>Active balance sheet<br>and risk management<br>Climate-related opportunities and risks<br>Potential financial impacts<br> • Increased volume of climate and<br>transition finance.<br> • Increased balance sheet volumes<br>through demand for new products<br>and services that support transition.<br> • Additional expenditure to develop<br>new products and services to support<br>the transition.<br> • Additional fee income through<br>advisory and underwriting activities.<br> • Increased investment to support<br>reduction in carbon footprint and<br>nature-related effects in our<br>own operations.<br> • Continue to invest in the Climate<br>Decisioning Framework (CDF)<br>and Environmental Decisioning<br>Framework (EDF). These tools<br>deepen customer engagement on<br>transition progress and environmental<br>and climate-related risks.<br> • Reduced exposure and geographical<br>footprint related to prohibited and<br>restricted activities as identified in<br>our E&S Risk Acceptance Criteria.<br> • Changes in expected credit<br>losses (ECL).<br>(1) While our approach to nature-related risk is less mature than our approach to climate-related risk, we continued to make progress during 2025.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 52<br>The impact of climate-related risks<br>and opportunities on our businesses,<br>strategy and financial planning<br>Our climate transition plan is embedded<br>within our financial planning process, ensuring<br>climate-related risks and opportunities inform<br>strategic decisions. We continue to enhance<br>this integration so colleagues across segments<br>and sectors can make choices aligned with<br>our climate ambitions, targets and business<br>objectives. In 2025, our financial planning tools<br>were used to forecast climate-related initiatives<br>across customer segments and sectors,<br>enabling senior stakeholders to review and<br>challenge both financial plans and associated<br>emissions profiles.<br>Through this approach, we identify financial<br>opportunities and actions that support our<br>customers transition plans, where relevant,<br>and contribute towards our climate ambitions<br>and targets. To strengthen integration further,<br>we are incorporating climate considerations<br>into the assessment of financial and<br>non-financial factors, including cost and risk,<br>within our planning processes. This provides<br>a mechanism to monitor progress against<br>climate targets and ambitions, and evaluate<br>trade-offs transparently in strategic<br>decision-making.<br>Resilience of our strategy and<br>business model<br>We monitor the resilience of our strategy<br>and business model by assessing our exposure<br>to climate-related risks at portfolio level,<br>and by analysing climate-related risks in<br>certain scenarios.<br>£215.2 billion of heightened exposure relates<br>to our residential mortgage portfolio, while<br>the most material sector exposures in our<br>Commercial & Institutional wholesale lending<br>As well as risks from the transition, we monitor<br>physical risks. In 2025, we ran an event-based<br>scenario, which modelled the impact on our<br>residential mortgage portfolio of flood and<br>windstorm events across the UK over a<br>three-year period. This enabled better<br>understanding of credit risk drivers, including<br>location, property type, and insurance<br>coverage. A key conclusion of the analysis<br>was the importance of Flood Re protection<br>in mitigating increases in impairment rates,<br>pointing to the importance of monitoring<br>insurance availability for customers.<br>Commercial & Institutional<br>wholesale lending<br>In 2025, we used scenarios to assess the<br>climate-related transition and physical risks<br>in our Commercial & Institutional wholesale<br>lending portfolio.<br>To assess transition risk, we used the Network<br>for Greening the Financial System’s Net Zero<br>2050 transition scenario, and assumed rapid<br>decarbonisation over a 10-year period.<br>Consistent with the outcomes seen in our 2024<br>scenario analysis, impacts across sectors were<br>primarily driven by higher carbon costs and<br>shifting demand for products linked to the<br>energy transition, such as electric vehicles.<br>Company level analysis enhanced our<br>understanding of how the effects of transition<br>risk depends on company strategy, asset mix,<br>emissions profile, and financial strength. This<br>reinforces the importance of engaging with<br>customers through our CDF tools to assess<br>how they manage these risks.<br>Following completion of the analysis, sector<br>teams focused on energy-, mobility- and<br>manufacturing-related sectors within our<br>Commercial & Institutional business segment<br>were invited to deep-dive sessions on the<br>scenario analysis findings, with the aim of<br>enhancing their understanding of transition<br>risks to inform sector-level strategy and<br>transition plans.<br>Scenario analysis helps us to understand<br>climate-related risks and to assess the<br>resilience of our strategy and business model.<br>The purpose of scenario analysis is not to<br>forecast the future but to understand and<br>prepare to manage risks that could arise.<br>It also helps us to understand potential climate<br>change impacts on capital adequacy and<br>expected credit losses. While we recognise that<br>climate and nature-related risks may amplify<br>other risk drivers, potentially leading to impacts<br>such as reduced competitiveness, diminished<br>profitability, or reputational harm, NatWest<br>Group remains resilient overall to these risks<br>within the scope of the scenarios assessed.<br>Residential mortgage portfolio<br>Climate-related transition risks to our<br>mortgage portfolio include impacts on<br>property values and customer affordability<br>from increasing energy costs and changes<br>in regulatory expectations, particularly in the<br>buy-to-let market.<br>In 2025, through scenario analysis we modelled<br>the potential effects of transition policies on our<br>mortgage portfolio, considering rising energy<br>prices and regulatory measures such as<br>mandatory heat pump installation and EPC<br>upgrades to band C by 2032. In the scenario<br>findings, EPC was confirmed to be a key<br>determinant of transition risk through its<br>impact on property value, affordability<br>and therefore credit risk.<br>To help mitigate transition risk, we continue<br>to support residential mortgage customers<br>through our green mortgage products and<br>other initiatives, such as our Home Energy<br>Hub. We also have an ambition for 50% of our<br>residential mortgage portfolio to have an EPC<br>rating of C or better by 2030, where EPC data<br>is available. Refer to page 50.<br>We also considered the impacts of physical<br>risks on our corporate lending book by<br>modelling severe weather events over a<br>five-year period, including UK floods and<br>windstorms, European wildfires, and a US<br>hurricane. While analysis covered the full<br>portfolio, data limitations, particularly outside<br>the UK, constrained insights on asset location<br>and hazard exposure. To help address this,<br>we have invested in third party data, which we<br>plan to integrate into future scenario analysis.<br>Capital adequacy and expected<br>credit losses<br>In the ICAAP exercise due to conclude in<br>Q1 2026, one of the stress scenarios tested<br>incorporates assumptions about physical risks<br>and accelerated transition policy weighing on<br>the economy. The outcome of the current<br>exercise on capital resilience to climate risks<br>modelled through the scenario will be reported<br>in the 2026 ICAAP.<br>Other principal risks<br>Alongside credit risk, we have used scenario<br>analysis to test the resilience of other principal<br>risks to climate-related risk drivers. Exercises<br>considering market, liquidity, pension, conduct<br>and operational risk allowed us to consider the<br>resilience of our strategy and business model.<br>Sustainability review continued	Supporting the climate transition continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5353<br>We continue to monitor present day flood risk<br>across our UK residential mortgage portfolio.<br>On a total volume basis, currently, 3.4% of<br>assessed UK mortgages are at high flood risk<br>and 1.3% at very high risk, compared to<br>UK-wide averages of 3.1% and 1.6%.<br>As at 31 December 2025, total heightened<br>climate-related risk exposure was<br>£333.9 billion, representing 57.9%<br>of NatWest Group’s total sector exposure.<br>This compares with heightened exposure<br>of £333.0 billion representing 60.5% of total<br>sector exposure as at 31 December 2024.<br>portfolio are commercial real estate, power<br>utilities and housing associations. There is<br>alignment between portfolios and sectors<br>identified as being exposed to heightened<br>climate-related risk and those included in our<br>climate transition plan.<br>We test the resilience of our balance sheet<br>through our Internal Capital Adequacy<br>Assessment Process (ICAAP), and climate-driven macroeconomic stress is considered as<br>part of this. One conclusion from the ICAAP<br>finalised in March 2025 was NatWest Group’s<br>resilience to the climate risks explored in the<br>ICAAP stress scenarios.<br>For expected credit losses, NatWest Group<br>estimates an aggregate macroeconomic<br>impact of climate transition policies and their<br>contribution to ECL. Climate transition policy<br>contribution to the total ECL was immaterial at<br>the end of 2025. Refer to page 49 of the<br>Annual Report on Form 20-F for more<br>information.
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Sustainability review continued	Supporting the climate transition continued<br>Total emissions and emissions estimates for NatWest Group<br>Data availability and emissions estimation methodologies continue to evolve, and variations in estimated emissions may not always reflect changes in customer activity. Our work has been guided by the<br>available methodologies for estimating financed emissions, most notably from the Partnership for Carbon Accounting Financials (PCAF).<br>(3) Scope 3 category 15 estimated financed emissions for AUM are calculated based on equity, corporate fixed income and government bond values as at 31 July 2025 and estimated emissions as at 31 December 2024. These figures were first disclosed in 2023, 2019 is therefore<br>marked as NF. Comparatives have been represented in this report to ensure the latest available data is included in the current reporting period.<br>2025<br>MtCO2e<br>2024<br>MtCO2e<br>2023<br>MtCO2e<br>2019<br>MtCO2e<br>Primary source of NatWest<br>Group emissions<br>Scope 1 0.01 0.01 0.01 0.02 Natural gas and fuel<br>Scope 2 (location-based) 0.04 0.05 0.05 0.12 Purchased electricity<br>1. Purchased goods and services 0.28 0.29 0.32 0.51 Supply chain 2. Capital goods 0.04 0.03 0.05 0.04<br>3. Fuel and energy-related activities 0.01 0.02 0.02 0.03 Employee activities<br>4. Upstream transportation and distribution – – 0.01 0.02 Supply chain<br>5. Waste – – – – Employee<br>activities 6. Business travel 0.03 0.03 0.03 0.05<br>7. Commuting and working from home 0.06 0.06 0.04 0.07<br>9. Downstream transportation and distribution 0.05 0.04 0.03 0.16<br>Customer<br>activities 11. Use of sold products – – 0.01 –<br>12. End-of-life treatment for sold products – – – –<br>13. Leased assets 0.02 0.02 0.01 0.03 Tenant activities<br>Total applicable Scope 3 operational emissions categories 0.49 0.49 0.52 0.91<br>Scope 3 category 15: Estimated financed emissions(2)<br>15. Estimated financed emissions: Lending and investments NF 13.4 14.9 22.1 Financing activities 15. Estimated financed emissions: AUM(3) 1.3 1.1 1.2 NF<br>Total Scope 3 category 15: Estimated financed emissions 14.5 16.1<br>Estimated facilitated emissions from bond underwriting and syndicated lending<br>Estimated facilitated emissions(4) 0.5 1.1 1.5 NF Financing activities<br>Easier to directly influence Partially influenceable Harder to directly influence<br>NF (no figures): where no data is calculated, refer to footnotes. A dash (–) indicates where data is calculated but rounds to 0.00 MtCO2e.<br>Scope 1 and Scope 2 operational emissions<br>Scope 1 emissions are direct emissions from sources owned and controlled<br>by NatWest Group, for example, natural gas and fuel consumption. Scope 2<br>emissions are indirect emissions from energy which NatWest Group purchases,<br>for example, electricity used for lighting, heating and cooling.<br>We have an ambition to reduce our Scope 1 and location-based Scope 2<br>emissions by 70% by 2030, against a 2019 baseline, while continuing to<br>consume 100% renewable electricity in our direct own global operations<br>in line with our RE100 commitment.<br>Scope 3 operational emissions categories relevant to NatWest Group<br>Scope 3 category 1-14 emissions include both upstream and<br>downstream emissions. We only disclose the categories that are relevant<br>to NatWest Group(1).<br>We have an ambition to reduce our Scope 3 operational emissions by 50%,<br>against a 2019 baseline, by 2030.<br>Scope 3 category 15: Estimated financed emissions<br>Scope 3 category 15 emissions are those associated with NatWest Group’s<br>lending and investment activities. Our estimation work is guided by the PCAF<br>standard. Refer to page 68 for details.<br>We have an ambition to at least halve the climate impact of our financing<br>activity by 2030, against a 2019 baseline, supported by portfolio-level<br>activity-based targets.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5454<br>Total Scope 1 and location-based Scope 2 0.05 0.06 0.06 0.14<br>Scope 3 operational emissions categories relevant to NatWest Group(1)<br>Scope 1 and location-based Scope 2 operational emissions(1)<br>(1) Our operational emissions comprise greenhouse gas emissions Scopes 1, 2 and 3 (categories 1-14, excluding categories 8, 10 and 14) and do not include Scope 3 category 15 financed emissions. The reporting year runs from 1 October to 30 September. We have re-baselined or<br>restated several applicable Scope 3 categories for our 2019 and 2024 operational emissions, to reflect improved data quality and methodology used for our 2025 estimates and aligned with our approach to re-baselining and restatement. Previously reported totals were: 2024: 0.48<br>MtCO2e and 2019: 0.86 MtCO2e. Revised totals are: 2024: 0.49 MtCO2e and 2019: 0.91 MtCO2e. MtCO2e refers to million tonnes of CO2 equivalent.<br>(4) Estimated facilitated emissions relate to emissions from off balance sheet activities such as the facilitation of bond issuance and syndicated lending. Since 2024, we applied a 33% weighting factor to emissions, aligned with the December 2023 PCAF Standard. In 2023, we applied a<br>100% weighting factor. Due to a change in reporting scope, the 2024 estimated facilitated emissions comparative has been updated from 1.28 MtCO2e to 1.07 MtCO2e. Estimated facilitated emissions were calculated for the first time in 2023, therefore 2022 and 2019 are marked NF.<br>During 2025, we continued to progress actions aligned with our ambition to be net zero across our financed emissions, assets under management and operational value chain. Our climate transition plan<br>mainly focuses on Scope 3 category 15 (customer Scope 1 and Scope 2) estimated financed emissions as these represent 88% of our total emissions and emissions estimates.<br>(2) Scope 3 category 15 financed estimated emissions are calculated based on exposure and emissions as at 31 December 2024. 2025 is therefore marked NF, reflecting the time it takes to prepare and review estimated emissions. In line with our approach to emissions re-baselining<br>and restatements. 2023 estimated financed emissions for lending and investments has been re-baselined. The previously disclosed 2023 customer Scope 1 and Scope 2 financed emissions estimate of 15.1 MtCO2e has been updated to 14.9 MtCO2e, reflecting improved data<br>quality and alignment with our updated methodologies. We are also now including total 2019 estimated financed emissions for lending and investments, whereas previously 2019 was marked as NF, as estimates were limited to specific sectors. The financed emissions estimates<br>included in this table should be read in conjunction with the risk factors on pages 269 to 289. of the Annual Report on Form 20-F.
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Sustainability review continued	Supporting the climate transition continued<br>Total emissions and emissions estimates for NatWest Group<br>During 2025, we continued to progress actions aligned with our ambition to be net zero across our financed emissions, assets under management and operational value chain. Our climate transition plan<br>mainly focuses on Scope 3 category 15 (customer Scope 1 and Scope 2) estimated financed emissions as these represent 88% of our total emissions and emissions estimates. The operational emissions<br>and estimates of financed emissions in the table below are based on methodologies outlined in the NatWest Group plc 2025 Sustainability Basis of Reporting.<br>Data availability and emissions estimation methodologies continue to evolve, and variations in estimated emissions may not always reflect changes in customer activity. Our work has been guided by the<br>available methodologies for estimating financed emissions, most notably from the Partnership for Carbon Accounting Financials (PCAF).<br>(1) Our operational emissions comprise greenhouse gas emissions Scopes 1, 2 and 3 (categories 1-14, excluding categories 8, 10 and 14) and do not include Scope 3 category 15 financed emissions. The reporting year runs from 1 October to 30 September. We have re-baselined or<br>restated several applicable Scope 3 categories for our 2019 and 2024 operational emissions, to reflect improved data quality and methodology used for our 2025 estimates and aligned with our approach to re-baselining and restatement, outlined on page 45 of the NatWest Group plc<br>2025 Climate Transition Plan Report. Previously reported totals were: 2024: 0.48 MtCO2e and 2019: 0.86 MtCO2e. Revised totals are: 2024: 0.49 MtCO2e and 2019: 0.91 MtCO2e. MtCO2e refers to million tonnes of CO2 equivalent.<br>(2) Scope 3 category 15 financed estimated emissions are calculated based on exposure and emissions as at 31 December 2024. 2025 is therefore marked NF, reflecting the time it takes to prepare and review estimated emissions. In line with our approach to emissions re-baselining<br>and restatements, refer to page 45 of the NatWest Group plc 2025 Climate Transition Plan Report, 2023 estimated financed emissions for lending and investments has been re-baselined. The previously disclosed 2023 customer Scope 1 and Scope 2 financed emissions estimate<br>of 15.1 MtCO2e has been updated to 14.9 MtCO2e, reflecting improved data quality and alignment with our updated methodologies. We are also now including total 2019 estimated financed emissions for lending and investments, whereas previously 2019 was marked as NF,<br>as estimates were limited to specific sectors. The financed emissions estimates included in this table should be read in conjunction with the risk factors on pages 420 to 422, as well as the data limitations noted on page 42 and the cautionary statements on pages 70 to 73 of the<br>NatWest Group plc 2025 Climate Transition Plan Report.<br>(3) Scope 3 category 15 estimated financed emissions for AUM are calculated based on equity, corporate fixed income and government bond values as at 31 July 2025 and estimated emissions as at 31 December 2024. These figures were first disclosed in 2023, 2019 is therefore<br>marked as NF. Comparatives have been represented in this report to ensure the latest available data is included in the current reporting period.<br>(4) Estimated facilitated emissions relate to emissions from off balance sheet activities such as the facilitation of bond issuance and syndicated lending. Since 2024, we applied a 33% weighting factor to emissions, aligned with the December 2023 PCAF Standard. In 2023, we applied a<br>100% weighting factor. Due to a change in reporting scope, the 2024 estimated facilitated emissions comparative has been updated from 1.28 MtCO2e to 1.07 MtCO2e. Estimated facilitated emissions were calculated for the first time in 2023, therefore 2022 and 2019 are marked NF.<br>Refer to pages 43 to 45 of the NatWest Group plc 2025 Climate Transition Plan Report for further details.<br>2025<br>MtCO2e<br>2024<br>MtCO2e<br>2023<br>MtCO2e<br>2019<br>MtCO2e<br>Primary source of NatWest<br>Group emissions<br>Scope 1 and location-based Scope 2 operational emissions(1)(RA)<br>Scope 1 0.01 0.01 0.01 0.02 Natural gas and fuel<br>Scope 2 (location-based) 0.04 0.05 0.05 0.12 Purchased electricity<br>Total Scope 1 and location-based Scope 2 0.05 0.06 0.06 0.14<br>Scope 3 operational emissions categories relevant to NatWest Group(1)(LA)<br>1. Purchased goods and services 0.28 0.29 0.32 0.51 Supply chain 2. Capital goods 0.04 0.03 0.05 0.04<br>3. Fuel and energy-related activities 0.01 0.02 0.02 0.03 Employee activities<br>4. Upstream transportation and distribution – – 0.01 0.02 Supply chain<br>5. Waste – – – – Employee<br>activities 6. Business travel 0.03 0.03 0.03 0.05<br>7. Commuting and working from home 0.06 0.06 0.04 0.07<br>9. Downstream transportation and distribution 0.05 0.04 0.03 0.16<br>Customer<br>activities 11. Use of sold products – – 0.01 –<br>12. End-of-life treatment for sold products – – – –<br>13. Leased assets 0.02 0.02 0.01 0.03 Tenant activities<br>Total applicable Scope 3 operational emissions categories 0.49 0.49 0.52 0.91<br>Scope 3 category 15: Estimated financed emissions(2)<br>15. Estimated financed emissions: Lending and investments NF 13.4 14.9 22.1 Financing activities 15. Estimated financed emissions: AUM(3) 1.3 1.1 1.2 NF<br>Total Scope 3 category 15: Estimated financed emissions 14.5 16.1<br>Estimated facilitated emissions from bond underwriting and syndicated lending<br>Estimated facilitated emissions(4) 0.5 1.1 1.5 NF Financing activities<br>Easier to directly influence Partially influenceable Harder to directly influence<br>NF (no figures): where no data is calculated, refer to footnotes. A dash (–) indicates where data is calculated but rounds to 0.00 MtCO2e.<br>Scope 1 and Scope 2 operational emissions<br>Scope 1 emissions are direct emissions from sources owned and controlled<br>by NatWest Group, for example, natural gas and fuel consumption. Scope 2<br>emissions are indirect emissions from energy which NatWest Group purchases,<br>for example, electricity used for lighting, heating and cooling.<br>We have an ambition to reduce our Scope 1 and location-based Scope 2<br>emissions by 70% by 2030, against a 2019 baseline, while continuing to<br>consume 100% renewable electricity in our direct own global operations<br>in line with our RE100 commitment.<br>Refer to pages 12 to 16 of the NatWest Group plc 2025 Climate Transition<br>Plan Report.<br>Scope 3 operational emissions categories relevant to NatWest Group<br>Scope 3 category 1-14 emissions include both upstream and<br>downstream emissions. We only disclose the categories that are relevant<br>to NatWest Group(1).<br>We have an ambition to reduce our Scope 3 operational emissions by 50%,<br>against a 2019 baseline, by 2030.<br>Refer to pages 12 to 16 of the NatWest Group plc 2025 Climate Transition<br>Plan Report.<br>Scope 3 category 15: Estimated financed emissions<br>Scope 3 category 15 emissions are those associated with NatWest Group’s<br>lending and investment activities. Our estimation work is guided by the PCAF<br>standard. Refer to page 68 for details.<br>We have an ambition to at least halve the climate impact of our financing<br>activity by 2030, against a 2019 baseline, supported by portfolio-level<br>activity-based targets.<br>Refer to pages 39 to 42 of the NatWest Group plc 2025 Climate Transition<br>Plan Report.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 54<br>0.49<br>0.49<br>0.91<br>0.05<br>0.06<br>0.14<br>2025<br>2024<br>2019<br>baseline<br>Scope 1 and location-based Scope 2 Scope 3 operational emissions<br>Business travel Purchased goods<br>and services<br>Downstream<br>transportation<br>and distribution<br>0.03 0.28 0.05<br>Fuel and energy-related activities Commuting and<br>working from home<br>Leased assets<br>0.01<br>0.06<br>0.02<br>Capital goods 0.04<br>2025 breakdown of operational emissions(1) (MtCO2e)<br>Scope 1<br>Total operational emissions<br>Easier to influence Partially influenceable Harder to influence<br>Location-based<br>Scope 2<br>Scope 3<br>operational<br>emissions<br>0.54<br>MtCO2e(1)<br>Scope 3<br>operational<br>emissions:<br>0.49<br>MtCO2e(1)<br>Operational emissions progress (MtCO2e)<br>Operational emissions<br>Our Scope 1 and location-based Scope 2<br>emissions have decreased by 66% compared<br>with our 2019 baseline, and applicable<br>operational Scope 3 categories(1) have reduced<br>by 47%. This reflects tangible actions across<br>our properties and supply chain, underpinned<br>by improvements in data quality and<br>methodology. We continue to work towards<br>the ambitions outlined on page 54, supported<br>by ongoing improvements in data quality,<br>methodology and transparency.<br>Energy reduction initiatives relating<br>to Scope 1 and location-based<br>Scope 2 emissions<br>A multi-year programme of energy efficiency<br>and decarbonisation drove our Scope 1 and<br>location-based Scope 2 operational emissions<br>reductions in 2025.<br>We upgraded LED lighting across our<br>properties and advanced our Building<br>Management Systems (BMS) programme,<br>which uses AI-driven analytics to optimise<br>energy performance. Since its launch in<br>November 2021, the programme has<br>delivered cumulative savings of around<br>23,650 Megawatt-hours (MWh), including<br>12,230 MWh in 2025 alone. At two of our<br>UK data centres, improvements such as<br>advanced air-cooling systems, LED upgrades<br>and optimised temperature set-points saved<br>over 425 MWh in 2025.<br>We are also transitioning away from fossil fuels<br>in our backup power systems. At our Gogarburn<br>campus in Edinburgh, we installed standby<br>generators configured for hydrotreated<br>vegetable oil (HVO), a lower-emission<br>alternative to diesel, following a successful<br>move by our Bristol office from diesel to HVO<br>for its existing standby generators. This is the<br>first step in replacing diesel and kerosene with<br>HVO across selected locations requiring<br>standby power.<br>We aim to source 100% renewable electricity<br>across our direct own global operations. We<br>maintained our RE100 (Renewable Energy<br>100%) commitment through Corporate Power<br>Purchase Agreements (CPPA), green tariffs(2)<br>and on-site solar generation. We also<br>purchased Renewable Energy Certificates<br>(RECs) for landlord-supplied properties<br>where renewable sources cannot be specified.<br>Scope 3 operational emissions<br>Our Scope 3 operational emissions have<br>decreased by 47% since 2019. Supply chain<br>emissions, which make up around 65% of<br>our Scope 3 operational emissions, have<br>fallen by 44% since 2019, driven by lower<br>UK service industry emissions and changes<br>in influenced spend(3), as we predominantly<br>use spend-based methods.<br>To sustain our momentum, we closely monitor<br>year-on-year trends. We intend to continue<br>driving supplier engagement by encouraging<br>suppliers to make disclosures to CDP, to<br>set science-based targets(4) and to adopt<br>transparent transition plans up to 2030<br>and beyond.<br>Risks and dependencies<br>Achieving our climate ambitions depends<br>on several factors. Rising energy demand<br>from AI workloads, both in-house and through<br>third-party cloud services, may increase<br>our operational emissions. We are currently<br>closely assessing the impacts on our footprint.<br>Progress also relies on voluntary supplier<br>emissions reductions and the continued<br>resilience of our supply chain, with risk if<br>performance falls short of stated targets.<br>National and regional decarbonisation policies,<br>infrastructure changes and government<br>priorities could also influence our trajectory.<br>We believe that both the availability and<br>affordability of renewable certificates,<br>high-integrity carbon credits, and low-carbon<br>technologies remain critical. We continue to<br>closely monitor these risks and dependencies<br>to ensure timely action and maintain progress.<br>(1) Our operational emissions comprise greenhouse gas emissions Scopes 1, 2 and 3 (Categories 1–14, excluding Categories 8, 10 and 14)<br>and do not include Scope 3 Category 15 financed emissions. For details of the Greenhouse Gas Protocol, including upstream and<br>downstream activities, refer to the diagram of scopes and emissions across the value chain. Our operational emissions in 2025 of<br>533,604 tCO2e represent a 49% reduction from our 2019 baseline of 1,048,017 tCO2e. As part of this Scope 1 and location-based<br>Scope 2 emissions of 47,540 tCO2e collectively reduced by 66% (2019: 139,050 tCO2e) and Scope 3 operational emissions of 486,064<br>tCO2e reduced by 47% (2019: 908,967 tCO2e).<br>(2) Tariffs are labelled as green if electricity use is matched by units generated from a verified renewable energy source.<br>(3) Influenced spend refers to spend for purchased goods and services over which NatWest Group has direct control.<br>(4) Science-based targets are emissions-reduction goals based on the latest climate science, ensuring the pace and scale of<br>decarbonisation needed to keep global warming within internationally agreed temperature limits. They are self-reported by suppliers,<br>and NatWest Group attributes a net-zero-aligned status to a supplier if they have a Scope 1, 2 and 3 science-based target.<br>Sustainability review continued	Supporting the climate transition continued<br>The following categories are excluded from the pie as individually they each round to 0.00 and in aggregate to 0.005: 4. upstream<br>transportation, 5. waste, 11. use of sold products, 12. end of life treatment of sold products.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5555<br>0.49<br>0.01<br>0.04
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Streamlined Energy and Carbon<br>Reporting (SECR)<br>Our Streamlined Energy and Carbon Reporting<br>disclosure has been prepared in line with the<br>framework for sustainability reporting that<br>covers greenhouse gas emissions and<br>energy usage to encourage improved energy<br>efficiency. It covers our performance for 2024<br>and 2025.<br>implement the UK Government’s policy on<br>SECR. Our reporting year runs from 1 October<br>2024 to 30 September 2025. The emissions<br>reporting boundary is defined as all entities<br>and facilities either owned or under our<br>operational control.<br>Emissions methodology<br>and basis of preparation<br>Boundary: This statement has been prepared<br>in accordance with our regulatory obligation<br>to report greenhouse gas (GHG) emissions<br>pursuant to the Companies (Directors’ Report)<br>and Limited Liability Partnerships (Energy and<br>Carbon Report) Regulations 2018 which<br>1 Oct 2024 – 30 Sep 2025 1 Oct 2023 – 30 Sep 2024<br>Greenhouse gas (GHG) emissions<br>UK and<br>Global total<br>(excluding UK<br>Global total<br>(excluding UK<br>Sustainability review continued	Supporting the climate transition continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5656<br>In 2025, we enhanced our approach to align<br>with best practice and improve transparency.<br>Following the retirement of our ‘direct own<br>operations’ ambitions, we removed the<br>associated boundary from the SECR disclosure<br>and prioritised reporting against Scope 1,<br>Scope 2 and all relevant Scope 3 operational<br>offshore area(1)<br>UK and<br>and offshore)(1) Total and offshore)(1)<br>offshore area Total (1)<br>Emissions from the combustion of fuel and operation of any facility (Scope 1 direct(2)<br>) (tonnes of CO2e) 8,666 560 9,226 8,716 686 9,402<br>Emissions from the purchase of electricity, heat, steam and cooling by the company for its own use (Scope 2(3)<br> indirect)<br>(location-based) (tonnes of CO2e) 28,002 10,312 38,314 35,219 11,665 46,884<br>Total gross Scope 1 and Scope 2 (location-based) (tonnes of CO2e) 36,668 10,872 47,540 43,935 12,351 56,286<br>Intensity ratio: Location-based CO2e emissions per FTE (Scopes 1 and 2) (tonnes/FTE) 1.0 0.5 0.8 1.1 0.6 1.0<br>Scope 2(4)<br> (market-based) (tonnes of CO2e) 12 110 122 14 112 126<br>Energy consumption used to calculate above emissions (kWh) 203,089,756 20,169,002 223,258,758 214,360,749 23,512,232 237,872,981<br>Scope 3(5)<br> CO2e emissions 373,131 112,933 486,064 389,637 98,904 488,541<br>Total gross CO2e emissions (Scope 1, location-based Scope 2 and Scope 3 (tonnes) 409,799 123,805 533,604 433,572 111,255 544,827<br>Intensity ratio: Location-based CO2e emissions per FTE (Scopes 1, 2 and 3) (tonnes/FTE) 10.8 6.2 9.2 11.0 5.6 9.2<br>emissions categories (1–14)(5)<br>. This creates<br>consistency across the annual reporting suite,<br>while simplifying future reporting. It also<br>strengthens comparability across years and<br>provides stakeholders with a clearer view of<br>our full operational emissions. We restated<br>previously disclosed Scope 3 figures for<br>2024 to reflect this updated boundary. Reporting(6,7)<br>: Emissions have been reported<br>using the Greenhouse Gas Protocol Corporate<br>Standard and associated guidance and include<br>all greenhouse gases, reported in tonnes of<br>carbon dioxide equivalent (CO2e) and global<br>warming potential values. When converting<br>data to carbon emissions, we use Emission<br>Factors from UK Government Emissions<br>Conversion Factors for Company Reporting<br>(Department for Energy, Security and Net<br>Zero, 2025), CO2 emissions from fuel<br>combustion (International Energy Agency,<br>2024(8)<br>) or relevant local authorities as<br>required. NatWest Group uses a third-party<br>software system, to capture and record our<br>environmental impact and ensure that control<br>framework and assurance requirements are<br>met. All data is aggregated at a regional level<br>to reflect the total regional consumption. The<br>regional consumption results are then collated<br>to reflect the total NatWest Group footprint.<br>CO2e values are attributed to these sources<br>via an automatic conversion module in the<br>third-party system.<br>(1) Offshore area as defined in The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon) Regulations 2018. This includes Isle of Man, Jersey, Guernsey and Gibraltar but not our overseas sites in America, EMEA and Asia-Pacific. These are included in the<br>global total (excluding UK and offshore).<br>(2) Scope 1 emissions from natural gas, liquid fossil fuels, fluorinated gas losses and owned/leased vehicles.<br>(3) Scope 2 emissions from electricity, district heating and cooling used in NatWest Group premises. Our ambition is location-based to drive absolute reductions in consumption. Location-based GHG emissions method reflects the grid-average emissions. Market-based emissions reflect<br>purchased electricity sources (e.g. renewables), which have near-zero emissions.<br>(4) We have procured 100% electricity from renewable sources globally using green tariffs and renewable electricity certificates. The remaining Scope 2 market-based emissions arise from district cooling, district heating and the residual amount of non-renewable electricity.<br>(5) Scope 3 operational emissions sources cover applicable categories 1–14, (excluding categories 8, 10 and 14) and do not include Scope 3 category 15 financed emissions.<br>(6) Low data accuracy is a key risk of our reporting, as this could lead to misreporting of operational emissions. To mitigate this, we maintain robust internal controls processes.<br>(7) The historic values reported in the table above are updated from values we reported in 2024. Scope 3 operational emissions for reporting year 2024 have been restated in line with NatWest Group’s re-baselining policy. In addition to this we have retired the direct own operations<br>terminology, and are now reporting against relevant Scope 3 categories 1-14. Further, future data is subject to change following any significant change to our business size and scope, as baseline recalculation may result in differing emissions reductions.<br>(8) Based on IEA data from the IEA (2024) Emissions factors. All rights reserved; as modified by NatWest Group.
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Streamlined Energy and Carbon<br>Reporting (SECR)<br>Our Streamlined Energy and Carbon Reporting<br>disclosure has been prepared in line with the<br>framework for sustainability reporting that<br>covers greenhouse gas emissions and<br>energy usage to encourage improved energy<br>efficiency. It covers our performance for 2024<br>and 2025.<br>In 2025, we enhanced our approach to align<br>with best practice and improve transparency.<br>Following the retirement of our ‘direct own<br>operations’ ambitions(1), we removed the<br>associated boundary from the SECR disclosure<br>and prioritised reporting against Scope 1,<br>Scope 2 and all relevant Scope 3 operational<br>implement the UK Government’s policy on<br>SECR. Our reporting year runs from 1 October<br>2024 to 30 September 2025. The emissions<br>reporting boundary is defined as all entities<br>and facilities either owned or under our<br>operational control.<br>Reporting(7,8): Emissions have been reported<br>using the Greenhouse Gas Protocol Corporate<br>Standard and associated guidance and include<br>all greenhouse gases, reported in tonnes of<br>carbon dioxide equivalent (CO2e) and global<br>warming potential values. When converting<br>data to carbon emissions, we use Emission<br>Factors from UK Government Emissions<br>Conversion Factors for Company Reporting<br>(Department for Energy, Security and Net<br>Zero, 2025), CO2 emissions from fuel<br>emissions categories (1–14)(6). This creates<br>consistency across the annual reporting suite,<br>while simplifying future reporting. It also<br>strengthens comparability across years and<br>provides stakeholders with a clearer view of<br>our full operational emissions. We restated<br>previously disclosed Scope 3 figures for<br>2024 to reflect this updated boundary.<br>Emissions methodology<br>and basis of preparation<br>Boundary: This statement has been prepared<br>in accordance with our regulatory obligation<br>to report greenhouse gas (GHG) emissions<br>pursuant to the Companies (Directors’ Report)<br>and Limited Liability Partnerships (Energy and<br>Carbon Report) Regulations 2018 which<br>combustion (International Energy Agency,<br>2024(9)) or relevant local authorities as<br>required. NatWest Group uses a third-party<br>software system, to capture and record our<br>environmental impact and ensure that control<br>framework and assurance requirements are<br>met. All data is aggregated at a regional level<br>to reflect the total regional consumption. The<br>regional consumption results are then collated<br>to reflect the total NatWest Group footprint.<br>CO2e values are attributed to these sources<br>via an automatic conversion module in the<br>third-party system.<br>For more information, refer to the operational<br>emissions page at www.natwestgroup.com.<br>1 Oct 2024 – 30 Sep 2025 1 Oct 2023 – 30 Sep 2024<br>Greenhouse gas (GHG) emissions<br>UK and<br>offshore area(2)<br>Global total<br>(excluding UK<br>and offshore)(2) Total<br>UK and<br>offshore area(2)<br>Global total<br>(excluding UK<br>and offshore)(2) Total<br>Emissions from the combustion of fuel and operation of any facility (Scope 1 direct(3)) (tonnes of CO2e)(RA) 8,666 560 9,226 8,716 686 9,402<br>Emissions from the purchase of electricity, heat, steam and cooling by the company for its own use (Scope 2(4) indirect)<br>(location-based) (tonnes of CO2e)(RA) 28,002 10,312 38,314 35,219 11,665 46,884<br>Total gross Scope 1 and Scope 2 (location-based) (tonnes of CO2e)(RA) 36,668 10,872 47,540 43,935 12,351 56,286<br>Intensity ratio: Location-based CO2e emissions per FTE (Scopes 1 and 2) (tonnes/FTE) 1.0 0.5 0.8 1.1 0.6 1.0<br>Scope 2(5) (market-based) (tonnes of CO2e)(RA) 12 110 122 14 112 126<br>Energy consumption used to calculate above emissions (kWh) 203,089,756 20,169,002 223,258,758 214,360,749 23,512,232 237,872,981<br>Scope 3(6) CO2e emissions(LA) 373,131 112,933 486,064 389,637 98,904 488,541<br>Total gross CO2e emissions (Scope 1(RA), location-based Scope 2(RA) and Scope 3(LA) (tonnes) 409,799 123,805 533,604 433,572 111,255 544,827<br>Intensity ratio: Location-based CO2e emissions per FTE (Scopes 1, 2 and 3) (tonnes/FTE) 10.8 6.2 9.2 11.0 5.6 9.2<br>(1) For details of the achievement and retirement of our direct own operations ambitions, refer to page 49 of the NatWest Group plc 2024 Sustainability Report.<br>(2) Offshore area as defined in The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon) Regulations 2018. This includes Isle of Man, Jersey, Guernsey and Gibraltar but not our overseas sites in America, EMEA and Asia-Pacific. These are included in the<br>global total (excluding UK and offshore).<br>(3) Scope 1 emissions from natural gas, liquid fossil fuels, fluorinated gas losses and owned/leased vehicles.<br>(4) Scope 2 emissions from electricity, district heating and cooling used in NatWest Group premises. Our ambition is location-based to drive absolute reductions in consumption. Location-based GHG emissions method reflects the grid-average emissions. Market-based emissions reflect<br>purchased electricity sources (e.g. renewables), which have near-zero emissions.<br>(5) We have procured 100% electricity from renewable sources globally using green tariffs and renewable electricity certificates. The remaining Scope 2 market-based emissions arise from district cooling, district heating and the residual amount of non-renewable electricity.<br>(6) Scope 3 operational emissions sources cover applicable categories 1–14, (excluding categories 8, 10 and 14) and do not include Scope 3 category 15 financed emissions.<br>(7) Low data accuracy is a key risk of our reporting, as this could lead to misreporting of operational emissions. To mitigate this, we maintain robust internal controls processes, and our data and associated claims are subject to independent assurance.<br>(8) The historic values reported in the table above are updated from values we reported in 2024. Scope 3 operational emissions for reporting year 2024 have been restated in line with NatWest Group’s re-baselining policy. In addition to this we have retired the direct own operations<br>terminology, and are now reporting against relevant Scope 3 categories 1-14. Further, future data is subject to change following any significant change to our business size and scope, as baseline recalculation may result in differing emissions reductions.<br>(9) Based on IEA data from the IEA (2024) Emissions factors. All rights reserved; as modified by NatWest Group.<br>Metric subject to independent Limited Assurance by EY.<br>Metric subject to independent Reasonable Assurance by EY. Refer to page 71.<br>Sustainability review continued	Supporting the climate transition continued<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 56<br>Safeguarding information<br>and tackling financial crime<br>Sustainability review continued<br>Managing data privacy<br>Protecting privacy is vital to retaining trust<br>and growing customer engagement. We aim<br>to address privacy requirements through the<br>application of privacy by design and by default<br>principles within our systems and processes.<br>Everyone in NatWest Group must follow our<br>Privacy and Client Confidentiality (P&CC) policy<br>that sets out how we safeguard the personal<br>data of our customers, colleagues and third<br>parties, including our communities, suppliers<br>and investors. Our policies and procedures<br>also demonstrate our aim to comply with<br>legal and regulatory requirements, including<br>the UK GDPR, the Data Protection Act 2018<br>and the Data (Use and Access) Act 2025.<br>All colleagues and contractors undertake<br>mandatory P&CC training annually. This<br>training is reviewed and updated every<br>year to cover new topics and technologies,<br>emerging risks and any lessons learned from<br>the previous year. Job-specific training is<br>also provided as necessary for colleagues,<br>for example, privacy training to our data<br>and artificial intelligence colleagues.<br>During 2025, there were a small number<br>of breaches of GDPR and confidentiality<br>(impacting a very small percentage of<br>customers and employees) that we<br>remediated, but there were no material<br>reportable ‘personal data breaches’ under<br>GDPR and no enforcement action by data<br>protection authorities. We endeavour to<br>respond to and remediate privacy<br>complaints as quickly as we can.<br>Detecting and preventing financial<br>crime, corruption and bribery<br>Financial crime has a significant impact on our<br>society. NatWest Group seeks to detect and<br>prevent financial crime and fraud. We have<br>measures in place to protect our customers<br>and to support compliance with relevant<br>financial crime and fraud legislation. Our<br>Financial Crime Statement sets out our<br>Financial Crime Programme, covering<br>anti-bribery and corruption, anti-tax evasion,<br>anti-money laundering, counter terrorist<br>financing and proliferation financing, sanctions<br>and fraud. The programme is built around the<br>following pillars.<br>Customers: we seek to know our customers<br>by conducting risk-based due diligence<br>and monitoring.<br>Policies and procedures: we have policies and<br>procedures in place to help us prevent, detect<br>and tackle financial crime that may arise in<br>relation to our operations, products, services,<br>customers and suppliers.<br>Regular risk assessments: Risk assessments<br>are conducted on a regular basis to strengthen<br>procedures if required.<br>Independent audit: we continuously assess<br>the effectiveness of our controls.<br>Process and technology: we aim to have<br>high-quality detection and prevention systems<br>and controls across the bank to manage risk.<br>Culture and colleagues: we promote a culture<br>of financial crime awareness among all our<br>colleagues, supported by deep expertise in<br>specialist roles. All colleagues undertake annual<br>training and awareness activity to understand<br>their role in tackling financial crime. We also<br>conduct awareness activities to help customers<br>protect themselves from financial crime.<br>Protecting our customers, colleagues and<br>communities is central to how we operate.<br>We recognise that strong data protection,<br>cybersecurity and financial crime controls<br>are essential to maintaining trust in our<br>organisation and in the wider financial system.<br>Our approach is built on robust policies, clear<br>governance and consistently applied standards<br>that look to ensure customers feel secure and<br>confident when they bank with us. This helps<br>us as we strive to deliver safe and responsible<br>banking that helps customers manage their<br>money, plan for the future, and build better,<br>more resilient businesses.<br>Approximately<br>57,000<br>colleagues completed<br>cybersecurity learning in 2025,<br>reinforcing a culture of<br>security awareness.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5757<br>Read more on our approach to privacy and<br>customer confidentiality on the NatWest<br>Group website
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Partnership working: we strive with a range<br>of partners, including industry bodies, law<br>enforcement, regulators and government,<br>to tackle financial crime.<br>Governance: we have financial crime<br>governance in place to oversee our financial<br>crime programme and monitor its effectiveness.<br>Cybersecurity<br>Throughout 2025, NatWest Group was<br>certified by the IASME Consortium Ltd<br>(IASME) in Cyber Essentials Plus, a recognised<br>government-owned scheme operated by<br>the National Cyber Security Centre (NCSC).<br>We have a set of layered security defences<br>against new and emerging cybersecurity<br>threats. These are regularly tested by both<br>our in-house security testing team and leading<br>independent experts in the cybersecurity<br>industry. All colleagues must complete<br>annual cybersecurity training. There were<br>no instances of security breach caused by<br>a cybersecurity threat in the last three years.<br>Combatting fraud<br>We are committed to combatting fraud and<br>supporting our customers when they fall victim<br>to scams.<br>We continue to operate in market facing a<br>persistent and evolving threat of fraud. UK<br>Finance reported a 3% increase in fraud losses<br>across the UK industry in the first half of 2025<br>compared with the same period in 2024, with<br>total losses reaching £629 million.(1) While<br>losses from unauthorised fraud fell by 3%,<br>losses linked to Authorised Push Payment<br>(APP) fraud rose by 12%, highlighting the<br>growing and increasingly sophisticated<br>threat of scams in the UK.<br>Sustainability review continued	Safeguarding information and tackling financial crime continued<br>To respond to the growing threat, we continue<br>to improve and build new tooling to support<br>our customers should they be impacted by<br>fraud. This includes new functionality in our<br>mobile applications that allows customers to<br>respond in real time to fraud alerts directly<br>from their phones, improving fraud prevention<br>and enabling them to transact more efficiently.<br>Our efforts to provide the best experience for<br>customers when dealing with fraud claims<br>resulted in an NPS® score from surveyed<br>customers of +60 for Q4 2025.<br>In March 2025, NatWest Group announced<br>its collaboration with OpenAI to deliver a<br>streamlined customer experience when<br>identifying, reporting and resolving fraud and<br>scam cases. This new partnership reflects our<br>ambitions to adopt new technologies that will<br>aid us in creating a safer customer ecosystem.<br>Payment Systems Regulator (PSR)<br>performance data<br>In July 2024, the PSR updated its Authorised<br>Push Payment (APP) fraud performance data<br>for 23 banks, including 14 major UK banking<br>groups and nine smaller firms. The<br>performance data relates to 2023.(2) Key<br>achievements for NatWest Group included:<br> • Ranking fourth for reimbursing customers<br>who fell victim to APP scams.<br> • Having the third lowest value of APP scams<br>sent per £ million of transactions. For every<br>£1 million of transactions sent in 2023, £92<br>was APP fraud; down from £134 in 2022.<br>Read more on the PSR website.<br>Spotlight<br>Partnering with Meta<br>to disrupt online scams<br>NatWest Group is a founding partner in Meta’s Fraud Intelligence<br>Reciprocal Exchange (FIRE) – a collaborative initiative designed<br>to disrupt online scams. FIRE is a cross-industry threat intelligence<br>sharing programme, allowing banks and other companies to share<br>intelligence directly with each other to stop scammers and protect<br>users. NatWest was the first bank in the UK to participate in<br>the programme.<br>As part of the pilot, we shared vital information based on reports<br>from scam victims, helping Meta to identify and remove fraudulent<br>accounts and content more quickly and effectively.<br>This partnership is just one example of our commitment to working<br>across sectors to improve protections for customers and reduce<br>the impact of online fraud.<br>From 1 January to 30 November<br>2025, in line with PSR regulations,<br>we reimbursed<br>76%<br>of APP scam victims which covered<br>80% of all money lost to fraudsters.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5858<br>(1) UK Finance Half Year Fraud Report 2025 can be found at www.ukfinance.org.uk.<br>(2) As per the latest performance data available on the PSR website.<br>More information on our cybersecurity risk<br> Read more on Financial crime risk on page 141<br> to 142 of the Annual Report on Form 20-F<br>management can be found on pages 138 to<br>139 of the Annual Report on Form 20-F
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Partnership working: we strive with a range<br>of partners, including industry bodies, law<br>enforcement, regulators and government,<br>to tackle financial crime.<br>Governance: we have financial crime<br>governance in place to oversee our financial<br>crime programme and monitor its effectiveness.<br>For more information, refer to our Financial<br>Crime statement. Read more on Financial crime<br>risk on page 273.<br>Cybersecurity<br>Throughout 2025, NatWest Group was<br>certified by the IASME Consortium Ltd<br>(IASME) in Cyber Essentials Plus, a recognised<br>government-owned scheme operated by<br>the National Cyber Security Centre (NCSC).<br>We have a set of layered security defences<br>against new and emerging cybersecurity<br>threats. These are regularly tested by both<br>our in-house security testing team and leading<br>independent experts in the cybersecurity<br>industry. All colleagues must complete<br>annual cybersecurity training. There were<br>no instances of security breach caused by<br>a cybersecurity threat in the last three years.<br>More information on our cybersecurity risk<br>management can be found on pages 268 to 271.<br>Combatting fraud<br>We are committed to combatting fraud and<br>supporting our customers when they fall victim<br>to scams.<br>We continue to operate in market facing a<br>persistent and evolving threat of fraud. UK<br>Finance reported a 3% increase in fraud losses<br>across the UK industry in the first half of 2025<br>compared with the same period in 2024, with<br>total losses reaching £629 million.(1) While<br>losses from unauthorised fraud fell by 3%,<br>losses linked to Authorised Push Payment<br>(APP) fraud rose by 12%, highlighting the<br>growing and increasingly sophisticated<br>threat of scams in the UK.<br>Sustainability review continued	Safeguarding information and tackling financial crime continued<br>To respond to the growing threat, we continue<br>to improve and build new tooling to support<br>our customers should they be impacted by<br>fraud. This includes new functionality in our<br>mobile applications that allows customers to<br>respond in real time to fraud alerts directly<br>from their phones, improving fraud prevention<br>and enabling them to transact more efficiently.<br>Our efforts to provide the best experience for<br>customers when dealing with fraud claims<br>resulted in an NPS® score from surveyed<br>customers of +60 for Q4 2025.<br>In March 2025, NatWest Group announced<br>its collaboration with OpenAI to deliver a<br>streamlined customer experience when<br>identifying, reporting and resolving fraud and<br>scam cases. This new partnership reflects our<br>ambitions to adopt new technologies that will<br>aid us in creating a safer customer ecosystem.<br>Payment Systems Regulator (PSR)<br>performance data<br>In July 2024, the PSR updated its Authorised<br>Push Payment (APP) fraud performance data<br>for 23 banks, including 14 major UK banking<br>groups and nine smaller firms. The<br>performance data relates to 2023.(2) Key<br>achievements for NatWest Group included:<br>• Ranking fourth for reimbursing customers<br>who fell victim to APP scams.<br>• Having the third lowest value of APP scams<br>sent per £ million of transactions. For every<br>£1 million of transactions sent in 2023, £92<br>was APP fraud; down from £134 in 2022.<br>Read more on the PSR website.<br>Spotlight<br>Partnering with Meta<br>to disrupt online scams<br>NatWest Group is a founding partner in Meta’s Fraud Intelligence<br>Reciprocal Exchange (FIRE) – a collaborative initiative designed<br>to disrupt online scams. FIRE is a cross-industry threat intelligence<br>sharing programme, allowing banks and other companies to share<br>intelligence directly with each other to stop scammers and protect<br>users. NatWest was the first bank in the UK to participate in<br>the programme.<br>As part of the pilot, we shared vital information based on reports<br>from scam victims, helping Meta to identify and remove fraudulent<br>accounts and content more quickly and effectively.<br>This partnership is just one example of our commitment to working<br>across sectors to improve protections for customers and reduce<br>the impact of online fraud.<br>From 1 January to 30 November<br>2025, in line with PSR regulations,<br>we reimbursed<br>76%<br>of APP scam victims which covered<br>80% of all money lost to fraudsters.<br>(1) UK Finance Half Year Fraud Report 2025 can be found at www.ukfinance.org.uk.<br>(2) As per the latest performance data available on the PSR website. The above information is disclosed in line with page 84 of our NatWest Group plc 2024 Sustainability Report.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 58<br>Building a future-ready workforce<br>Workforce planning<br>To build a more connected and future-focused<br>workforce, we take a strategic approach to<br>workforce planning to ensure we have the<br>skills and capabilities we need to deliver on our<br>strategy and meet evolving customer needs.<br>Through the implementation of Workday<br>Adaptive Planning in 2025, our bank-wide<br>employee data forecasting tool, we<br>transformed our workforce planning, with<br>improved visibility, tighter controls, and a<br>materially more stable workforce outlook.<br>To enable effective usage of this tool we ran<br>over 100 training sessions in 2025, upskilling<br>almost 400 colleagues. We also introduced<br>automation of future dated worker<br>transactions, specifically all movements of<br>joiners, movers, leavers and worker changes.<br>As a result, around 3,500 FTE movements<br>have been automated via Workday Adaptive<br>Planning, saving workforce planners<br>approximately 350 hours per month.<br>Enabling skills and career development<br>To adapt and meet customers’ changing needs,<br>we foster continuous learning, offering all<br>colleagues two dedicated learning days annually.<br>They can also access a comprehensive suite<br>of learning opportunities to enable skills and<br>professional development at every stage of<br>their career.<br>Our learning programme to support our<br>performance philosophy, Beyond, has<br>supported almost 62,000 colleagues in<br>building skills for performance and culture<br>change, with around 165,000 learning hours<br>completed since launch in January 2024.<br>Colleagues consistently reported increased<br>understanding, confidence and capability post<br>completion of Beyond learning modules, with<br>positive scoring ranging from 83% to 96%.<br>In March 2025, we launched the Power Up<br>Your Career pilot to empower colleagues to<br>take an active role in steering their career<br>development. Pre and post pilot session<br>questionnaires demonstrated increased<br>colleague confidence in career progression,<br>rising from 11% to 71%.<br>In Commercial & Institutional, we launched<br>Precision Growth, a sales and business<br>development programme, in September 2025.<br>This enabled 460 colleagues to build the<br>knowledge, skills and practical application<br>needed to support meaningful, trusted<br>relationships with customers. The programme<br>aims to systemise sales excellence practices,<br>improve consistency and reinforce leadership<br>oversight through performance coaching. 90%<br>of colleagues from the programme reported<br>increased confidence in their abilities to ask<br>powerful questions.<br>Expanding future skills and AI capability<br>We are investing in AI skills development for<br>every colleague to support the bank-wide roll<br>out of AI tools (Co-Pilot and Aiden, our internally<br>developed generative AI tool). In 2025, almost<br>63,000 colleagues completed foundational<br>AI learning, while around 11,000 colleagues<br>enrolled in AI Power Sprints, guided, practical,<br>social learning experiences designed to boost<br>knowledge and confidence. AI skills dominate<br>elective learning, with 15 of the top 20<br>courses completed being AI-related. We have<br>established strategic partnerships with Microsoft<br>and the University of Edinburgh to accelerate<br>our AI capabilities and adoption.<br>Skilled, engaged and inclusive workforce<br>Sustainability review continued<br>Our people are the foundation of our ambition<br>to succeed with customers. We are investing in<br>the capabilities that matter most for the future,<br>including data, AI and deep technical expertise,<br>to support progression and enable high<br>performance. By equipping colleagues to make<br>better decisions in service of customers and<br>operate at pace, we are building a culture that<br>delivers stronger customer outcomes and<br>drives sustainable, customer-led growth.<br>Since the launch of Beyond in January 2024,<br>approximately<br>165,000<br>learning hours have been completed.<br>c.11,000<br>colleagues enrolled in AI Power Sprints.<br>Strong Our View Inclusion score of<br>89%<br>and Wellbeing score of 82%, sitting at +8 and +7<br>vs the Global Financial Services Norm.<br>(1) Colleagues means all permanent employees and, in some instances, members of the wider workforce e.g. temporary employees and agency workers.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 5959
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To further help build capability in critical skills<br>for a future-ready workforce, we support and<br>encourage colleagues to complete future skills<br>learning. In 2025, 77% of colleagues completed<br>future skills elective learning, with around<br>307,000 learning hours completed.<br>In the spirit of simplification, in 2025 we<br>reduced mandatory learning time by 29%,<br>compared with 2024, while maintaining<br>strong colleague feedback on our learning and<br>development programmes. According to our<br>colleague survey, Our View, 88% of colleagues<br>agreed that our learning and development<br>programmes had prepared them for the<br>work they do.<br>During UK National Learning at Work Week<br>in May 2025, our Get Connected campaign<br>inspired colleagues to learn and grow,<br>attracting 6,248 live attendees. Feedback was<br>overwhelmingly positive, with 97% of attendees<br>feeling inspired to develop their skills further.<br>Enabling internal mobility<br>To boost internal mobility across NatWest<br>Group, 818 colleagues completed a gig – a<br>small, discrete piece of work that colleagues<br>can perform alongside their day job across<br>various areas in the bank – in 2025, which<br>supported skills development and mobility.<br>In addition, the UK Mobility Hub offers support<br>to colleagues at risk of redundancy and helps<br>them find new roles. In 2025, the hub provided<br>one or more services to 1,969 colleagues. Of<br>679 colleagues who registered for redeployment<br>support, 73% were successfully redeployed into<br>new roles. The hub received a Net Promoter<br>Score®(2) of +89.<br>Leadership development<br>To strengthen our leadership capability,<br>leaders at every stage of development can<br>access support, training and resources from<br>our Leadership Academy. This investment in our<br>leaders is paying off, demonstrated by an uplift<br>in scores from 2024 on purposeful leadership,<br>performance culture and line manager capability<br>in our colleague survey, Our View.<br>During 2025, 1,678 of our senior leaders<br>participated in executive coaching with a<br>specific focus on development aligned with<br>NatWest Group behaviours. We also partnered<br>with global leadership consultancy, Spencer<br>Stuart, to better understand the cultural<br>and leadership style profiles of our<br>executive leaders.<br>Investing in talent<br>and leadership capability<br>Attracting, identifying and<br>developing talent<br>Building a strong pipeline of talent for our<br>workforce relies on attracting talented<br>individuals to start their careers with us,<br>identifying those with the potential to excel<br>in their fields and then providing the support<br>they need throughout their career to thrive.<br>Through our Early Talent Programmes in<br>2025, we hired 868 graduates, interns and<br>apprentices across the UK and India. This<br>included 96 apprentices through our Elevate<br>programme that partners with the charity,<br>Leadership Through Sport and Business, to<br>support individuals from lower-income<br>socio-economic backgrounds.(3)<br>(1) Colleagues means all permanent employees and, in some instances, members of the wider workforce e.g. temporary employees and agency workers.<br>(2) Net Promoter®, NPS®, NPS Prism®, and the NPS-related emoticons are registered trademarks of Bain & Company, Inc., NICE Systems, Inc.,and Fred Reichheld.<br>(3) Through working with third-party organisations, eligibility is based on qualification for Free School Meals (FSM) in secondary education; residence in bottom 30% areas of the Index of Multiple Deprivation (IMD); and other personal disadvantage.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>Succession planning<br>To continue building a leadership pipeline that<br>proactively supports leaders’ development, we<br>enhanced our succession planning approach<br>for CEO-1 and CEO-2 positions and critical<br>roles in 2025 by revising the timescales for<br>target role readiness, increasing our focus on<br>internal mobility and introducing feeder roles to<br>support tailored career planning. A number of<br>successors have advanced into Executive and<br>Group Executive Committee (ExCo) roles in<br>the last 12 months.<br>868<br>graduates, interns and apprentices<br>hired across the UK and India in 2025.<br>To nurture our talent we have a talent<br>identification process to help leaders identify<br>colleagues with the potential to progress<br>further and faster. In 2025, we identified<br>1,635 colleagues across the bank who will be<br>placed on a talent development pathway to<br>help them shape career growth aligned to<br>their goals and ambitions.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6060<br>Read more about our Early Talent Programme on<br>the NatWest Group website
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To further help build capability in critical skills<br>for a future-ready workforce, we support and<br>encourage colleagues to complete future skills<br>learning. In 2025, 77% of colleagues completed<br>future skills elective learning, with around<br>307,000 learning hours completed.<br>In the spirit of simplification, in 2025 we<br>reduced mandatory learning time by 29%,<br>compared with 2024, while maintaining<br>strong colleague feedback on our learning and<br>development programmes. According to our<br>colleague survey, Our View, 88% of colleagues<br>agreed that our learning and development<br>programmes had prepared them for the<br>work they do.<br>During UK National Learning at Work Week<br>in May 2025, our Get Connected campaign<br>inspired colleagues to learn and grow,<br>attracting 6,248 live attendees. Feedback was<br>overwhelmingly positive, with 97% of attendees<br>feeling inspired to develop their skills further.<br>Enabling internal mobility<br>To boost internal mobility across NatWest<br>Group, 818 colleagues completed a gig – a<br>small, discrete piece of work that colleagues<br>can perform alongside their day job across<br>various areas in the bank – in 2025, which<br>supported skills development and mobility.<br>In addition, the UK Mobility Hub offers support<br>to colleagues at risk of redundancy and helps<br>them find new roles. In 2025, the hub provided<br>one or more services to 1,969 colleagues. Of<br>679 colleagues who registered for redeployment<br>support, 73% were successfully redeployed into<br>new roles. The hub received a Net Promoter<br>Score®(2) of +89.<br>Leadership development<br>To strengthen our leadership capability,<br>leaders at every stage of development can<br>access support, training and resources from<br>our Leadership Academy. This investment in our<br>leaders is paying off, demonstrated by an uplift<br>in scores from 2024 on purposeful leadership,<br>performance culture and line manager capability<br>in our colleague survey, Our View.<br>During 2025, 1,678 of our senior leaders<br>participated in executive coaching with a<br>specific focus on development aligned with<br>NatWest Group behaviours. We also partnered<br>with global leadership consultancy, Spencer<br>Stuart, to better understand the cultural<br>and leadership style profiles of our<br>executive leaders.<br>Investing in talent<br>and leadership capability<br>Attracting, identifying and<br>developing talent<br>Building a strong pipeline of talent for our<br>workforce relies on attracting talented<br>individuals to start their careers with us,<br>identifying those with the potential to excel<br>in their fields and then providing the support<br>they need throughout their career to thrive.<br>Through our Early Talent Programmes in<br>2025, we hired 868 graduates, interns and<br>apprentices across the UK and India. This<br>included 96 apprentices through our Elevate<br>programme that partners with the charity,<br>Leadership Through Sport and Business, to<br>support individuals from lower-income<br>socio-economic backgrounds.(3)<br>(1) Colleagues means all permanent employees and, in some instances, members of the wider workforce e.g. temporary employees and agency workers.<br>(2) Net Promoter®, NPS®, NPS Prism®, and the NPS-related emoticons are registered trademarks of Bain & Company, Inc., NICE Systems, Inc.,and Fred Reichheld.<br>(3) Through working with third-party organisations, eligibility is based on qualification for Free School Meals (FSM) in secondary education; residence in bottom 30% areas of the Index of Multiple Deprivation (IMD); and other personal disadvantage.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>Succession planning<br>To continue building a leadership pipeline that<br>proactively supports leaders’ development, we<br>enhanced our succession planning approach<br>for CEO-1 and CEO-2 positions and critical<br>roles in 2025 by revising the timescales for<br>target role readiness, increasing our focus on<br>internal mobility and introducing feeder roles to<br>support tailored career planning. A number of<br>successors have advanced into Executive and<br>Group Executive Committee (ExCo) roles in<br>the last 12 months.<br>Read more about our Early Talent Programme at<br>natwestgroup.com, and for a full breakdown of<br>our Early Talent Programme profiles, refer to our<br>NatWest Group plc 2025 Sustainability Datasheet.<br>868<br>graduates, interns and apprentices<br>hired across the UK and India in 2025.<br>To nurture our talent we have a talent<br>identification process to help leaders identify<br>colleagues with the potential to progress<br>further and faster. In 2025, we identified<br>1,635 colleagues across the bank who will be<br>placed on a talent development pathway to<br>help them shape career growth aligned to<br>their goals and ambitions.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 60<br>Spotlight<br>Winning Together: aligning purpose,<br>culture and performance to deliver<br>for customers<br>In February 2025, we launched Winning<br>Together, our bank-wide framework that<br>brings together our purpose, strategy,<br>ambition and cultural aspirations. It underpins<br>our approach to building a high-performing,<br>customer-focused organisation. It explains<br>clearly what we’re aiming to achieve, and<br>has strengthened our performance culture<br>by setting clear expectations of leadership,<br>accountability and impact.<br>These expectations were embedded through<br>Beyond, our performance management<br>philosophy. A greater emphasis has been<br>placed on clarity of objectives, quality of<br>delivery and continuous development. This<br>has supported a shift towards earlier, more<br>constructive performance conversations,<br>with the aim of enabling colleagues to<br>perform at their best while maintaining<br>results-focused discipline across<br>the organisation.<br>Our new behaviours<br>In March 2025, we introduced the new<br>NatWest Group behaviours – a pivotal step<br>in cultural transformation.<br>Through extensive engagement with the<br>Group Executive Committee, senior leaders<br>and focus groups across the bank, we<br>explored what truly matters in how we<br>deliver for customers and work together<br>effectively. This insight informed the design<br>of three clear behaviours that reflect our<br>shared priorities and now guide how we<br>drive performance across the organisation.<br>Our new behaviours provide a consistent<br>benchmark for how colleagues work<br>together, make decisions and deliver on<br>our purpose and ambitions. They aim to<br>reinforce a strong connection between<br>individual contribution, team performance<br>and enterprise priorities.<br>Our new behaviours:<br>We start with customers<br>We raise the bar<br>We own our impact<br>The three behaviours replaced multiple<br>colleague frameworks, including our values<br>and critical people capabilities, creating<br>a single, consistent and practical way of<br>describing how we work. Our research<br>showed that behaviours, expressed<br>through clear and active language, are<br>more actionable for colleagues and easier<br>to apply in day-to-day decision-making.<br>We have embedded these behaviours into<br>how we operate, from recruitment and<br>onboarding through to performance,<br>development and reward. As part of this<br>simplification, we reduced the number of<br>behavioural indicators from over 180 to 15,<br>making expectations clearer, more<br>memorable and easier for colleagues<br>to understand and put into practice.<br>We complemented these changes with the<br>introduction of Recognise, our bank-wide<br>approach to acknowledging and celebrating<br>contribution and behaviours-led impact,<br>celebrating success as it happens.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>(1) Churches, Charities and Local Authorities (CCLA) is a UK charity fund manager, working with charities, religious organisations and the<br>public sector.<br>Supporting colleague wellbeing<br>We are committed to supporting our<br>colleagues’ wellbeing throughout their career,<br>and this commitment is reflected in our Live<br>Well Being You strategy. Colleagues globally<br>can access wellbeing resources across mind,<br>body, life and money, with a proactive focus<br>on prevention. These efforts are supported by<br>our Executive Wellbeing Sponsor and Wellbeing<br>Implementation Committee, and c.2,000<br>Wellbeing Champions embedded across<br>NatWest Group. Our wellbeing initiatives are<br>informed by colleague feedback, engagement<br>data and absence trends, enabling targeted<br>communications and timely interventions.<br>c.2,000<br>Wellbeing Champions<br>throughout our business.<br>Enabling financial wellbeing<br>Our virtual Financial Wellbeing Zone offers<br>tailored guides and support for colleagues and<br>their families, covering budgeting, planning,<br>and expert advice. Themed education<br>programmes are planned to coincide with<br>national events, and thousands joined live<br>webinars during Financial Wellbeing Month.<br>In 2025, free personal financial health checks<br>and Financial Foundations workshops were<br>available, and participation rates in the<br>flagship Retirement Savings Plan (RSP)<br>were high, supported by initiatives like<br>Save More Tomorrow.<br>All our employees have access to benefits<br>through the NatWest Group Benefits Hub that<br>provides a wide range of pension, protection,<br>healthcare, lifestyle and discount benefits.<br>Mental health support and engagement<br>During 2025, we embedded menopause,<br>menstrual and reproductive wellbeing into our<br>core wellbeing strategy, partnering with our<br>Gender Network, unions and external experts<br>to steer our approach. As part of this effort,<br>we hosted monthly support cafés, refreshed<br>our online resources and ran expert-led events<br>to normalise conversations and encourage<br>accessing confidential advice.<br>Our award-winning cancer line manager<br>training, developed with Macmillan Cancer<br>Support, continued to enhance manager<br>confidence and enable psychological safety<br>for colleagues. We also saw almost 16,000<br>questions on mental health answered on our<br>Just Ask A Question (JAAQ) platform in 2025,<br>with a mental health campaign extending this<br>service to customers via our branch network.<br>In 2025, we continued our practice of engaging<br>colleagues, customers and communities<br>through our UK-wide baton relay and virtual<br>activity challenge, promoting mental and<br>physical wellbeing behaviours. Through our<br>partnership with Team GB and Paralympics<br>GB, we welcomed leading experts in sleep,<br>stress and menopause, who shared insights<br>from their work with elite athletes and<br>translated these lessons into the workplace,<br>reaching around 2,500 colleagues who<br>attended their sessions.<br>NatWest Group achieved top tier accreditation<br>in the MindForward Alliance’s Thriving at Work<br>Assessment and maintained Tier 2 in the<br>CCLA(1) Corporate Mental Health Benchmark.<br>These help us benchmark our wellbeing offering<br>externally and, alongside our colleague survey,<br>Our View, inform our wellbeing strategy.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6161<br>Read more about how we support colleagues<br>with their wellbeing on the NatWest Group<br>website<br>For further information on how we are<br>strengthening performance and recognition,<br>see our Directors’ remuneration report,<br>page 123.
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Creating an inclusive workforce<br>Understanding the diverse perspectives and<br>needs of our communities helps us support<br>our customers to the best of our ability. That’s<br>why we strive to be an inclusive business that<br>gives all our colleagues and customers the<br>opportunity to turn possibilities into progress.<br>Driving inclusion across the bank<br>Our efforts to drive inclusion are steered by<br>our Enterprise Inclusion committee, jointly<br>led by our Chief People Officer and Chief<br>Marketing Officer. The Committee takes a<br>focused and impactful approach to embedding<br>inclusion across the bank, bringing together<br>leaders, networks and working groups to align<br>priorities, share insights, and ensure meaningful<br>progress. It unifies all our inclusion activity,<br>focusing on key levers such as attraction,<br>development, retention, and workplace culture,<br>taking a holistic organisation wide approach<br>with sustainable, long-term impact.<br>NatWest Group’s commitment to inclusivity has<br>been recognised by winning the ‘Social Mobility<br>Network of the Year Award’ at the UK Social<br>Mobility Awards, in October 2025.<br>Supporting our employee-led networks<br>Our eight employee-led networks (ELNs), with<br>approximately 15,000 unique members, help<br>to foster an inclusive environment at NatWest<br>Group. In June 2025, we held a pan-ELN<br>summit to develop closer relations across<br>our ELNs, increase collaboration, focus on<br>intersectionality and work with our networks<br>to effectively support the business strategy.<br>In October 2025, we introduced a two-stage<br>ELN co-chair learning programme, to equip co-chairs with an industry-recognised qualification.<br>Promoting inclusive recruitment<br>and retention<br>To ensure our hiring processes are inclusive,<br>we use our Recruitment Yes Check, a<br>comprehensive checklist that emphasises<br>inclusion and candidate experience throughout<br>the hiring process. All hiring managers must<br>complete inclusion focused recruitment training.<br>We encourage the use of Inclusive Interview<br>Ambassadors to bring diversity of thought to<br>interviews, and it is mandatory for all senior<br>level interviews to include Inclusive Interview<br>Ambassadors. Around 900 colleagues in the<br>UK participated in this programme in 2025,<br>and the initiative was also launched in India<br>in October 2025.<br>We continued to embed sponsorship across<br>the bank, through business-led programmes to<br>support career development and to accelerate<br>the entry of underrepresented groups into<br>senior roles.<br>Disability and neurodiversity<br>We achieved silver in the Business Disability<br>Forum (BDF) Disability Smart Audit and<br>renewed our status as a Disability<br>Confident Leader.<br>In May 2025, we established a disability<br>inclusion action group to work on the outputs<br>of the audit and support our progress towards<br>achieving a gold standard in the next audit.<br>We also marked Global Accessibility Awareness<br>Day and International Day of Persons with<br>Disabilities with a series of colleague events.<br>In 2025, 758 colleagues accessed the neuro-developmental pathway through our private<br>medical cover, which provides assessment,<br>diagnosis and short-term support for attention<br>deficit hyperactivity disorder (ADHD),<br>autism spectrum disorder (ASD) and<br>Tourette’s Syndrome.<br>Socio-economic diversity<br>We strengthened our commitment to<br>socio-economic inclusion by contributing<br>to Progress Together’s Shaping the Growth:<br>Socio-economic Diversity in Financial Services<br>Report – the largest study of its kind exploring<br>the link between career progression and<br>socio-economic background.<br>Five colleagues participated in the KPMG<br>Thrive Together Programme, a six-month pilot<br>to enhance socio-economic inclusion through<br>cross-organisational mentorship. We also<br>hosted a social mobility day event in June 2025<br>focused on ‘shifting mindsets’, recognising the<br>distinct strengths of colleagues from lower<br>socio-economic backgrounds and discussing<br>organisational mindset on opportunity.<br>Additionally, the Legal, Governance and<br>Regulatory Affairs function continued to run<br>the week-long First Step programme that<br>enables students and apprentices from<br>underrepresented communities to gain<br>an insight into the legal profession.<br>LGBTQ+<br>Our LGBTQ+ Rainbow Network, in collaboration<br>with the Wellbeing team, launched Bi+ the Way<br>in October 2025 – a dedicated virtual support<br>space for Bi colleagues.<br>To further support inclusion and learning,<br>the Network also ran online allyship at work<br>sessions in collaboration with the Gender<br>network, designed to help deepen self<br>awareness, understand personal influence,<br>and take practical action to support colleagues.<br>In 2025, we also launched Grow with Pride,<br>a developmental learning pathway co-created<br>with LGBTQ+ colleagues, focusing on the soft<br>skills they most want to develop.<br>Furthermore, NatWest Group India ranked<br>as one of the top 10 employers for LGBT+<br>Inclusion in the India Workplace Equality<br>Index 2025.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>Gender<br>The FTSE Women Leaders Review ranked<br>NatWest Group 9th in the FTSE 100 Rankings<br>2024 for Women on Boards and in Leadership.<br>We were also once again named in The Times<br>Top 50 employer for Gender Equality. As a<br>Women in Finance Charter signatory, we<br>joined an industry-wide hackathon in July<br>2025, to accelerate progress for women<br>in leadership.<br>Our Gender Network’s development programme<br>supported 152 colleagues in 2025, enabled by<br>85 coaches.<br>We enhanced wellbeing support by including free<br>period products in UK offices and introducing<br>colleague support circles for menstrual health,<br>men’s mental health and women’s safety.<br>Ethnicity<br>In 2025, we were recognised as an ‘Advanced<br>Employer’ by Investing in Ethnicity’s maturity<br>matrix. As part of Race Equality Week in<br>February 2025, we organised several events<br>around the theme ‘Every Action Counts’ to<br>highlight our efforts to meet our Banking on<br>Racial Equality commitments, which moving<br>forward will be managed through the<br>Enterprise Inclusion Committee.<br>In Black History Month in October 2025, we<br>continued our internal focus on action with the<br>theme ‘Committed to Action, Moving Forward<br>Together’. We held an event about the future<br>of Black enterprise with The Financial Times,<br>and a panel discussion exploring how leaders<br>can foster inclusive environments.<br>The Black Talent Awards recognised our<br>Multicultural Network as a finalist in the<br>Employee Resource Group (ERG) of the<br>Year category.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6262<br>For full details of our 2025 awards, refer to<br>the NatWest Group website<br>For more details on our ELNs, refer to<br>the NatWest Group website
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Creating an inclusive workforce<br>Understanding the diverse perspectives and<br>needs of our communities helps us support<br>our customers to the best of our ability. That’s<br>why we strive to be an inclusive business that<br>gives all our colleagues and customers the<br>opportunity to turn possibilities into progress.<br>Driving inclusion across the bank<br>Our efforts to drive inclusion are steered by<br>our Enterprise Inclusion committee, jointly<br>led by our Chief People Officer and Chief<br>Marketing Officer. The Committee takes a<br>focused and impactful approach to embedding<br>inclusion across the bank, bringing together<br>leaders, networks and working groups to align<br>priorities, share insights, and ensure meaningful<br>progress. It unifies all our inclusion activity,<br>focusing on key levers such as attraction,<br>development, retention, and workplace culture,<br>taking a holistic organisation wide approach<br>with sustainable, long-term impact.<br>NatWest Group’s commitment to inclusivity has<br>been recognised by winning the ‘Social Mobility<br>Network of the Year Award’ at the UK Social<br>Mobility Awards, in October 2025.<br>For full details of our 2025 awards, refer to<br>natwestgroup.com.<br>Supporting our employee-led networks<br>Our eight employee-led networks (ELNs), with<br>approximately 15,000 unique members, help<br>to foster an inclusive environment at NatWest<br>Group. In June 2025, we held a pan-ELN<br>summit to develop closer relations across<br>our ELNs, increase collaboration, focus on<br>intersectionality and work with our networks<br>to effectively support the business strategy.<br>In October 2025, we introduced a two-stage<br>ELN co-chair learning programme, to equip co-chairs with an industry-recognised qualification.<br>For more details on our ELNs, refer to<br>natwestgroup.com.<br>Promoting inclusive recruitment<br>and retention<br>To ensure our hiring processes are inclusive,<br>we use our Recruitment Yes Check, a<br>comprehensive checklist that emphasises<br>inclusion and candidate experience throughout<br>the hiring process. All hiring managers must<br>complete inclusion focused recruitment training.<br>We encourage the use of Inclusive Interview<br>Ambassadors to bring diversity of thought to<br>interviews, and it is mandatory for all senior<br>level interviews to include Inclusive Interview<br>Ambassadors. Around 900 colleagues in the<br>UK participated in this programme in 2025,<br>and the initiative was also launched in India<br>in October 2025.<br>We continued to embed sponsorship across<br>the bank, through business-led programmes to<br>support career development and to accelerate<br>the entry of underrepresented groups into<br>senior roles.<br>Disability and neurodiversity<br>We achieved silver in the Business Disability<br>Forum (BDF) Disability Smart Audit and<br>renewed our status as a Disability<br>Confident Leader.<br>In May 2025, we established a disability<br>inclusion action group to work on the outputs<br>of the audit and support our progress towards<br>achieving a gold standard in the next audit.<br>We also marked Global Accessibility Awareness<br>Day and International Day of Persons with<br>Disabilities with a series of colleague events.<br>In 2025, 758 colleagues accessed the neuro-developmental pathway through our private<br>medical cover, which provides assessment,<br>diagnosis and short-term support for attention<br>deficit hyperactivity disorder (ADHD),<br>autism spectrum disorder (ASD) and<br>Tourette’s Syndrome.<br>Socio-economic diversity<br>We strengthened our commitment to<br>socio-economic inclusion by contributing<br>to Progress Together’s Shaping the Growth:<br>Socio-economic Diversity in Financial Services<br>Report – the largest study of its kind exploring<br>the link between career progression and<br>socio-economic background.<br>Five colleagues participated in the KPMG<br>Thrive Together Programme, a six-month pilot<br>to enhance socio-economic inclusion through<br>cross-organisational mentorship. We also<br>hosted a social mobility day event in June 2025<br>focused on ‘shifting mindsets’, recognising the<br>distinct strengths of colleagues from lower<br>socio-economic backgrounds and discussing<br>organisational mindset on opportunity.<br>Additionally, the Legal, Governance and<br>Regulatory Affairs function continued to run<br>the week-long First Step programme that<br>enables students and apprentices from<br>underrepresented communities to gain<br>an insight into the legal profession.<br>LGBTQ+<br>Our LGBTQ+ Rainbow Network, in collaboration<br>with the Wellbeing team, launched Bi+ the Way<br>in October 2025 – a dedicated virtual support<br>space for Bi colleagues.<br>To further support inclusion and learning,<br>the Network also ran online allyship at work<br>sessions in collaboration with the Gender<br>network, designed to help deepen self<br>awareness, understand personal influence,<br>and take practical action to support colleagues.<br>In 2025, we also launched Grow with Pride,<br>a developmental learning pathway co-created<br>with LGBTQ+ colleagues, focusing on the soft<br>skills they most want to develop.<br>Furthermore, NatWest Group India ranked<br>as one of the top 10 employers for LGBT+<br>Inclusion in the India Workplace Equality<br>Index 2025.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>Gender<br>The FTSE Women Leaders Review ranked<br>NatWest Group 9th in the FTSE 100 Rankings<br>2024 for Women on Boards and in Leadership.<br>We were also once again named in The Times<br>Top 50 employer for Gender Equality. As a<br>Women in Finance Charter signatory, we<br>joined an industry-wide hackathon in July<br>2025, to accelerate progress for women<br>in leadership.<br>Our Gender Network’s development programme<br>supported 152 colleagues in 2025, enabled by<br>85 coaches.<br>We enhanced wellbeing support by including free<br>period products in UK offices and introducing<br>colleague support circles for menstrual health,<br>men’s mental health and women’s safety.<br>Ethnicity<br>In 2025, we were recognised as an ‘Advanced<br>Employer’ by Investing in Ethnicity’s maturity<br>matrix. As part of Race Equality Week in<br>February 2025, we organised several events<br>around the theme ‘Every Action Counts’ to<br>highlight our efforts to meet our Banking on<br>Racial Equality commitments, which moving<br>forward will be managed through the<br>Enterprise Inclusion Committee.<br>In Black History Month in October 2025, we<br>continued our internal focus on action with the<br>theme ‘Committed to Action, Moving Forward<br>Together’. We held an event about the future<br>of Black enterprise with The Financial Times,<br>and a panel discussion exploring how leaders<br>can foster inclusive environments.<br>The Black Talent Awards recognised our<br>Multicultural Network as a finalist in the<br>Employee Resource Group (ERG) of the<br>Year category.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 62<br>Our progress and targets<br>In 2025, through our colleague survey,<br>Our View, 95% of colleagues reported<br>that they believe NatWest Group provides a<br>working environment free of discrimination and<br>harassment +8 vs the Global Financial Services<br>Norm and +4 vs the High Performing Norm.<br>Our Board composition exceeded the FTSE<br>Women Leaders Review target of a minimum<br>of 40% women’s representation by the end of<br>2025, with a figure of 55%, as at 31 December<br>2025. Our executive management team was<br>made up of 43% women as at 31 December<br>2025, with the Group Chief Financial Officer,<br>CEO, Private Banking & Wealth Management,<br>CEO, Retail, Group Chief Marketing Officer,<br>Group Chief People Officer and Group Chief<br>Corporate Affairs Officer roles held by women.<br>In 2025, we introduced new diversity targets<br>to be achieved by 2030. Our targets are aimed<br>at increasing diversity in our senior roles. We<br>monitor, review progress and report against<br>our diversity targets through monthly data<br>dashboards, bi-annual diversity reviews with<br>Group Executive Committee members and<br>senior leaders and via our quarterly Enterprise<br>Inclusion Committee. Our targets are informed<br>by census data and bench-marked externally.<br>We are committed to pay equality. The mean<br>gender pay gap for NatWest Bank, our largest<br>reporting entity, is 23.5% closing the gap<br>by 1.9 percentage points since 2024.<br>The mean gender bonus gap is 41.2% closing<br>the gap by 1.8 percentage points from 2024.<br>In line with our commitment to transparency<br>under the UK Government’s Race at Work<br>Charter, we have voluntarily disclosed our<br>aggregated ethnicity pay gap for NatWest<br>Group UK. The mean ethnicity pay gap is 5.4%,<br>this gap increased by 0.47 percentage points<br>since 2024. The mean ethnicity bonus gap is<br>31.0%, this gap increased by 5.2 percentage<br>points since 2024.<br>We have broken down our ethnicity pay<br>gaps to compare the average hourly pay<br>of Asian, Black, mixed/multiple, and other<br>ethnic minority colleagues with that of White<br>colleagues at NatWest Group in Great Britain.<br>This highlighted a wider pay gap between<br>Black and White colleagues than the average<br>ethnicity pay gap. The targets, alongside other<br>initiatives, aim to increase the number of Black<br>colleagues in UK roles, to address under-representation in this area.<br>Sustainability review continued	Skilled, engaged and inclusive workforce continued<br>(1) Global targets remain subject to local laws and regulations.<br>(2) The senior leadership population is CEO-2+ and our management population is grades C11+.<br>(3) Black mixed ethnicity categories are included in our Black diversity target calculations.<br>(4) NatWest Group’s management structures were revised during 2025. For the purpose of remuneration reporting, the representation targets were set based on the management structures in place at the start of 2025.<br>Companies Act 2006, section 414C (8)(c)<br>disclosure<br>Male # Female #<br>Directors of the company 5 6<br>Executive employees 63 46<br>Directors of subsidiaries 154 69<br>Permanent employees<br>(active and inactive) 32,100 28,100<br>There were 332 senior managers (in accordance with the<br>definition contained within the relevant Companies Act legislation),<br>which comprises our executive population and individuals who are<br>directors of our subsidiaries.<br>UK Corporate Governance Code (the Code)<br>Provision 23:<br>As at 31 December 2025, the gender balance of those in the<br>senior management and their direct reports was 42% female and<br>58% male. For the purposes of this note, ‘the senior management’<br>means our executive management team and the company<br>secretary (as required by the Code).<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6363<br>We have a target to achieve 5% of UK Black(3)<br>colleagues in our senior leadership population(2)<br>and our management population(2) by 2030.<br>We continue to work towards having Black<br>colleague representation at senior leadership<br>level and recognise we have more work to do.<br>As at 31 December 2025,(4) we have 1.5%<br>of UK Black(3) colleagues in our management<br>population.(2) Overall, of those who disclose<br>their ethnicity, 4% of all colleagues in the<br>UK identify as being Black.(3)<br>We have a target to achieve 50% female<br>representation globally(1) in our senior<br>leadership population(2) and 45% female<br>representation globally(1) in our management<br>population(2) by 2030. As at 31 December<br>2025,(4) we had 46.7% female representation<br>globally(1) in our senior leadership population(2)<br>and 34.4% female representation globally(1) in<br>our management population.(2)<br>We have a target to achieve 19% of UK<br>colleagues from ethnic minority groups in<br>our senior leadership population(2) and our<br>management population(2) by 2030. As at<br>31 December 2025,(4) of 79% of our senior<br>leadership colleagues who disclosed their<br>ethnicity, we had 10.8% of UK colleagues from<br> ethnic minority groups in our senior leadership<br> population.(2) As at 31 December 2025(4), of<br>85% of our management colleagues who<br>disclosed their ethnicity, we had 14.5% of UK<br>colleagues from ethnic minority groups in our<br>management population.(2) Overall, of those<br>who disclose their ethnicity, 23% of all<br>colleagues in the UK identify as being from an<br>ethnic minority group, a two percentage point<br>increase since 2024.<br>For a full breakdown of our colleague data refer<br>to our Pay Gap Report available on the<br>NatWest Group website.<br>For details on the calculation of our inclusion<br>metrics, refer to our Basis of Reporting available<br>on the NatWest Group website For Board and executive management diversity<br>disclosures (UK Listing Rule 6.6.6R (10)), refer to<br>page 86.
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Driving a culture of integrity<br>and responsible risk management<br>Sustainability review continued<br>Refreshing our Code<br>Our Code guides how we act ethically,<br>responsibly and with integrity to deliver positive<br>outcomes for our customers, communities and<br>shareholders. In 2025, we refreshed Our Code<br>to better reflect our evolved ambitions, our<br>customers’ challenges and the macroeconomic<br>trends that are shaping how we work.<br>We used this opportunity to bring a number<br>of policies under Our Code, giving colleagues<br>a clear standard to maintain as we work<br>together towards the same goals. It is hosted<br>online, giving our colleagues one convenient<br>place to find the information they need.<br>We also publish Our Code externally to be<br>transparent and open with all our stakeholders<br>about the approach at NatWest Group.<br>Monitoring compliance with Our Code<br>We have several systems in place to monitor<br>compliance with Our Code and other policies.<br>Employee performance and remuneration<br>are linked to conduct, behaviour and risk<br>management, with these included in the<br>accountability review process and reflected<br>in pay outcomes where required. Each year,<br>all colleagues undertake mandatory training<br>on Our Code and conduct policies. Breaches<br>can lead to disciplinary actions, including<br>dismissal and notification to authorities in<br>some instances.<br>Read more on how the key tools guide the way<br>we work together in Our Code disclosure.<br>Protecting whistleblowers<br>Everyone at NatWest Group plays a role in<br>reinforcing Our Code. We want our colleagues<br>and any individuals we interact with to feel<br>confident to raise concerns about wrongdoing<br>or misconduct without fear of retaliation.<br>Speak Up is our formal whistleblowing<br>framework, which gives individuals a secure<br>reporting system to share concerns in<br>confidence, and anonymously if preferred.<br>It is operated by an independent third party<br>and available to all employees and those acting<br>on behalf of or representing NatWest Group<br>such as contractors, subcontractors, suppliers,<br>temporary staff, secondees, consultants,<br>interns and volunteers. This also includes<br>anyone formerly in these roles.<br>In 2025, 419 reports were made through<br>Speak Up compared with 434 in 2024. Of 504<br>reports closed/investigated in 2025, 39% of all<br>allegations related to behaviour not consistent<br>with Our Code, including discrimination and<br>harassment. We do not tolerate any form<br>of harassment or discrimination and where<br>reports were substantiated, appropriate action<br>was taken to rectify the situation, following a<br>discussion with the People function and the<br>respective business unit.<br>In 2025, 97% of those completing our<br>colleague engagement survey, Our View,<br>agreed that they know how to raise concerns<br>about wrongdoing in their business. 88% of<br>colleagues also agreed it was safe to speak<br>up in their business area, and believe that<br>concerns will be handled appropriately.<br>Managing risks and behaviours driven by ethics<br>and integrity are vital to protecting the trust<br>and confidence of our customers, colleagues<br>and wider stakeholders. These responsibilities<br>are shared by everyone at NatWest Group.<br>Our policies underpin our decisions and set<br>expectations for acting with integrity, sound<br>judgement and accountability.<br>We are proactive in monitoring our risks,<br>reviewing our policies and educating our<br>employees to maintain a strong approach<br>to managing risk.<br>97%<br>of those who completed the Our<br>View engagement survey in 2025<br>agreed that they know how to<br>raise concerns about wrongdoing<br>in their business units.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6464<br>Details of our approach to preventing and<br>managing conflicts of interest and our obligations<br>to competing fairly can be found in Our Code on<br>the NatWest Group website<br>Read more on our Whistleblowing pages<br>on the NatWest Group website
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Driving a culture of integrity<br>and responsible risk management<br>Sustainability review continued<br>Refreshing our Code<br>Our Code guides how we act ethically,<br>responsibly and with integrity to deliver positive<br>outcomes for our customers, communities and<br>shareholders. In 2025, we refreshed Our Code<br>to better reflect our evolved ambitions, our<br>customers’ challenges and the macroeconomic<br>trends that are shaping how we work.<br>We used this opportunity to bring a number<br>of policies under Our Code, giving colleagues<br>a clear standard to maintain as we work<br>together towards the same goals. It is hosted<br>online, giving our colleagues one convenient<br>place to find the information they need.<br>We also publish Our Code externally to be<br>transparent and open with all our stakeholders<br>about the approach at NatWest Group.<br>Details of our approach to preventing and<br>managing conflicts of interest and our obligations<br>to competing fairly can be found in Our Code at<br>natwestgroup.com.<br>Monitoring compliance with Our Code<br>We have several systems in place to monitor<br>compliance with Our Code and other policies.<br>Employee performance and remuneration<br>are linked to conduct, behaviour and risk<br>management, with these included in the<br>accountability review process and reflected<br>in pay outcomes where required. Each year,<br>all colleagues undertake mandatory training<br>on Our Code and conduct policies. Breaches<br>can lead to disciplinary actions, including<br>dismissal and notification to authorities in<br>some instances.<br>Read more on how the key tools guide the way<br>we work together in Our Code disclosure.<br>Protecting whistleblowers<br>Everyone at NatWest Group plays a role in<br>reinforcing Our Code. We want our colleagues<br>and any individuals we interact with to feel<br>confident to raise concerns about wrongdoing<br>or misconduct without fear of retaliation.<br>Speak Up is our formal whistleblowing<br>framework, which gives individuals a secure<br>reporting system to share concerns in<br>confidence, and anonymously if preferred.<br>It is operated by an independent third party<br>and available to all employees and those acting<br>on behalf of or representing NatWest Group<br>such as contractors, subcontractors, suppliers,<br>temporary staff, secondees, consultants,<br>interns and volunteers. This also includes<br>anyone formerly in these roles.<br>In 2025, 419 reports were made through<br>Speak Up compared with 434 in 2024. Of 504<br>reports closed/investigated in 2025, 39% of all<br>allegations related to behaviour not consistent<br>with Our Code, including discrimination and<br>harassment. We do not tolerate any form<br>of harassment or discrimination and where<br>reports were substantiated, appropriate action<br>was taken to rectify the situation, following a<br>discussion with the People function and the<br>respective business unit.<br>In 2025, 97% of those completing our<br>colleague engagement survey, Our View,<br>agreed that they know how to raise concerns<br>about wrongdoing in their business. 88% of<br>colleagues also agreed it was safe to speak<br>up in their business area, and believe that<br>concerns will be handled appropriately.<br>Read more on our Whistleblowing pages at<br>natwestgroup.com.<br>Managing risks and behaviours driven by ethics<br>and integrity are vital to protecting the trust<br>and confidence of our customers, colleagues<br>and wider stakeholders. These responsibilities<br>are shared by everyone at NatWest Group.<br>Our policies underpin our decisions and set<br>expectations for acting with integrity, sound<br>judgement and accountability.<br>We are proactive in monitoring our risks,<br>reviewing our policies and educating our<br>employees to maintain a strong approach<br>to managing risk.<br>97%<br>of those who completed the Our<br>View engagement survey in 2025<br>agreed that they know how to<br>raise concerns about wrongdoing<br>in their business units.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 64<br>(1) Numbers represent the number of reports to Speak Up which qualified as whistleblowing concerns in line with the NatWest Group Speak Up policy.<br>(2) Read more on the CCLA Modern Slavery Benchmark and its outcomes at ccla.co.uk.<br>(3) The two webinars on modern slavery concerns in the UK care sector were attended by 55 colleagues and 48 colleagues and healthcare clients respectively.<br>(4) 96 colleagues attended our training from the Supply Chain Sustainability School.<br>Reports via Speak Up(1)<br>2023 2024 2025<br>419 434 419<br>Sustainability review continued	Driving a culture of integrity and responsible risk management continued<br>Additional policies and guidelines<br>to manage risks<br>In line with good business practice, we have<br>clear policies relating to conflicts of interest,<br>political neutrality, respecting human rights<br>and managing environmental and social risks.<br>Conflicts of interest<br>The NatWest Group Conflicts of Interest Policy<br>sets out how we identify, prevent or manage<br>actual and potential conflicts of interest that<br>may arise.<br>It applies to all employees, contractors and<br>agency staff and covers all business segments,<br>functions and legal entities within NatWest Group.<br>We take appropriate steps to identify, prevent<br>and manage conflicts of interest, including<br>those arising between different parts of NatWest<br>Group, between NatWest Group and its<br>customers, or between customers themselves.<br>Managing conflicts effectively requires a range<br>of measures tailored to the nature of the<br>conflict, where it arises and the parties<br>involved. These measures include:<br> • establishing information barriers,<br> • separate supervision of employees involved<br>in potentially conflicting business activities,<br> • a remuneration policy designed to<br>avoid conflicts, and<br> • maintaining a conflicts register.<br>In some cases, it may involve maintaining a<br>register of activities with regular review and<br>reporting, declining personal dealing requests<br>or outside business interests where an actual<br>or perceived conflict exists. Internal guidance<br>and training underpin these practices.<br>Advocacy and political involvement<br>NatWest Group does not make political<br>donations or have affiliation to any political<br>party. As a result, we made no political<br>donations in 2025. However, we do engage<br>with political parties and participate in<br>government consultations and discussions to<br>share our industry perspective. Our relationship<br>with governments (UK and devolved) is<br>focused on protecting the operation of our<br>business and the interests of our customers<br>and shareholders. Our employee conduct<br>policy ensures that any colleague involvement<br>in politics is kept entirely separate from their<br>bank role.<br>Respect for human rights<br>In June 2025, we published our first standalone<br>Human Rights Report, which brought together<br>our Human Rights Position Statement and Salient<br>Human Rights Issues disclosure. It explained<br>both our approach to upholding and respecting<br>human rights, and our management of our<br>identified salient human rights issues. We used<br>the UN Guiding Principles Reporting Framework<br>to assess our current approach and identify<br>areas where we have more to do.<br>Our internal Human Rights Action Group met<br>bi-monthly to drive progress on our bank-wide<br>approach and we further embedded our human<br>rights risk acceptance criteria across our<br>commercial banking relationships. We continue<br>to monitor legislative changes, and in 2025, we<br>mapped our risk standards to the updated UK<br>Home Office Transparency in Supply Chain<br>statutory guidance.<br>There were also notable trends and patterns<br>in customer and stakeholder concerns relating<br>to the salient issue of conflict and security.<br>In response, our Human Rights Action Group<br>coordinated risk-based due diligence, including<br>additional monitoring and engagement with<br>our commercial customers, suppliers and<br>investment portfolios, drawing on our<br>human rights risk acceptance criteria.<br>Our ninth Modern Slavery and Human<br>Trafficking Statement was published<br>in June 2025 and retained Tier 2 status in<br>the CCLA(2) 2025 Modern Slavery Benchmark.<br>In September, we won gold for Business<br>Impact at the 2025 Unseen Business Awards<br>for our approach to tackling modern slavery.<br>Spotlight<br>Raising<br>awareness of<br>human rights and<br>modern slavery<br>Recognising the heightened risks of<br>human rights and modern slavery in our<br>own supply chain and in some parts of<br>our commercial banking business, we<br>ran a series of training programmes<br>and discussions to explore important<br>topics among our colleagues and<br>clients, including:<br> • A webinar on modern slavery<br>concerns in the UK care sector for<br>healthcare Relationship Managers,<br>followed by a joint session with<br>colleagues and healthcare clients<br>to discuss these risks together.(3)<br> • Modern slavery training for our<br>Supply Chain and Third-Party Risk<br>Management colleagues from Action<br>Sustainability, through the Supply<br>Chain Sustainability School, to<br>understand and address the risks<br>and challenges in their roles.(4)<br> • A week-long campaign of live<br>webinars in recognition of Anti-Slavery Day. Key topics included<br>modern slavery risks in the<br>agricultural sector and detection<br>of financial crime associated with<br>child sexual abuse.<br>Almost<br>2,000<br>colleagues took part in our<br>Anti-Slavery Day Awareness Week.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6565<br>Read our Human Rights Report on<br> the NatWest Group website.
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Sustainability review continued	Driving a culture of integrity and responsible risk management continued<br>£2,630 million<br>of tax was paid by<br>NatWest Group in the UK during 2025<br>Corporate income tax 1,567<br>1,792<br>147<br>Irrecoverable VAT/sales tax 516<br>544<br>818<br>Bank Levy 125<br>127<br>Employer payroll taxes 362<br>412<br>Business rates/other taxes 60<br>66<br>£2,941 million<br>of tax was paid by<br>NatWest Group globally during 2025<br>Corporate income tax<br>Irrecoverable VAT/sales tax<br>Bank levy<br>Employer payroll taxes<br>Business rates/other taxes<br>£965 million<br>of tax was collected by<br>NatWest Group in the UK during 2025<br>Net VAT and other taxes collected<br>Employee income tax and NIC<br>Environmental and social risks<br>The activities of our customers often have<br>environmental and social impacts, including<br>polluting activities and the potential for human<br>rights violations. From 1 January 2026, we<br>updated the name of our Environmental,<br>Social and Ethical (ESE) Risk Framework to the<br>Environmental and Social (E&S) Risk Framework.(1)<br>The E&S Risk Framework applies to all legal<br>entities in NatWest Group for the onboarding<br>of non-personal customers for the purpose<br>of providing financing and applies to the<br>management of E&S risk throughout these<br>customers’ life-cycles. It is comprised of E&S<br>Risk Acceptance Criteria (RAC) for seven<br>sectors which present heightened E&S risk and<br>a RAC for human rights.(2) Customers whose<br>activities fall within a sector RAC, or any other<br>customer where associated E&S risk concerns<br>have been identified, are subject to enhanced<br>due diligence. Customers whose activities fall<br>within a sector RAC, or any other customer<br>where associated E&S risk concerns have been<br>identified, are subject to enhanced due diligence.<br>From 13 February 2026 the scope of the E&S<br>Risk Framework was expanded from lending and<br>loan underwriting to cover a broader definition<br>of financing by including bond underwriting.<br>Meeting our tax responsibilities<br>At NatWest Group, we aim to pay the right<br>amount of tax, both in the UK and other<br>jurisdictions where we operate, following<br>the spirit as well as the letter of the law.<br>During 2025, we paid a total of £2.63 billion<br>of tax in the UK, compared to £2.46 billion in<br>2024. We were ranked as one of the highest<br>taxpayers in terms of UK taxes paid in the<br>PwC 2025 Total Tax Contribution survey of<br>The 100 Group, which referenced our tax<br>payments in 2024. The 100 Group represents<br>members of the FTSE 100 along with several<br>large private companies in the UK.<br>In addition to the taxes we pay, we also<br>collect and administer taxes and social<br>security contributions on behalf of governments.<br>During 2025 we collected a total of £0.97 billion,<br>compared to £0.89 billion in 2024, of tax on<br>behalf of the UK Government, primarily in<br>relation to employee income tax and National<br>Insurance contributions (NIC).<br>The charts opposite show the different taxes<br>we paid globally and in the UK, as well as the<br>taxes we collected in the UK in 2025.<br>(1) This change better reflects the framework’s underlying methodology which focuses on a risk-based approach aligned to our organisational risk appetite, rather than values-based judgements.<br>(2) As at the date of this publication, there are Risk Acceptance Criteria in place for the following sectors – Adult Entertainment, Animal Welfare, Defence & Private Security, Forestry, Fisheries & Agribusiness, Gambling, Mining & Metals, Energy Supply Sector, and Human Rights, which<br>continue to be subject to change.<br>In 2025, we carried out enhanced<br>due diligence in relation to<br>292<br>customers compared to 330 in 2024.<br>We performed enhanced due diligence in<br>relation to 67 trade-related transactions involving<br>defence equipment, compared to 71 in 2024.<br>£2,630m<br>£2,941m<br>£965m<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6666<br>Read more about the taxes we paid in the UK<br>and globally during 2025 on our tax webpage<br>on the NatWest Group website<br>Form 20-F for more information on our<br>approach to reputational risk. Read more<br>about our E&S RAC on the NatWest Group<br>website<br>Refer to page 145 of the Annual Report on
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Sustainability review continued	Driving a culture of integrity and responsible risk management continued<br>£2,630 million<br>of tax was paid by<br>NatWest Group in the UK during 2025<br>Corporate income tax 1,567<br>1,792<br>147<br>Irrecoverable VAT/sales tax 516<br>544<br>818<br>Bank Levy 125<br>127<br>Employer payroll taxes 362<br>412<br>Business rates/other taxes 60<br>66<br>£2,941 million<br>of tax was paid by<br>NatWest Group globally during 2025<br>Corporate income tax<br>Irrecoverable VAT/sales tax<br>Bank levy<br>Employer payroll taxes<br>Business rates/other taxes<br>£965 million<br>of tax was collected by<br>NatWest Group in the UK during 2025<br>Net VAT and other taxes collected<br>Employee income tax and NIC<br>Environmental and social risks<br>The activities of our customers often have<br>environmental and social impacts, including<br>polluting activities and the potential for human<br>rights violations. From 1 January 2026, we<br>updated the name of our Environmental,<br>Social and Ethical (ESE) Risk Framework to the<br>Environmental and Social (E&S) Risk Framework.(1)<br>The E&S Risk Framework applies to all legal<br>entities in NatWest Group for the onboarding<br>of non-personal customers for the purpose<br>of providing financing and applies to the<br>management of E&S risk throughout these<br>customers’ life-cycles. It is comprised of E&S<br>Risk Acceptance Criteria (RAC) for seven<br>sectors which present heightened E&S risk and<br>a RAC for human rights.(2) Customers whose<br>activities fall within a sector RAC, or any other<br>customer where associated E&S risk concerns<br>have been identified, are subject to enhanced<br>due diligence. Customers whose activities fall<br>within a sector RAC, or any other customer<br>where associated E&S risk concerns have been<br>identified, are subject to enhanced due diligence.<br>From 13 February 2026 the scope of the E&S<br>Risk Framework was expanded from lending and<br>loan underwriting to cover a broader definition<br>of financing by including bond underwriting.<br>Meeting our tax responsibilities<br>At NatWest Group, we aim to pay the right<br>amount of tax, both in the UK and other<br>jurisdictions where we operate, following<br>the spirit as well as the letter of the law.<br>During 2025, we paid a total of £2.63 billion<br>of tax in the UK, compared to £2.46 billion in<br>2024. We were ranked as one of the highest<br>taxpayers in terms of UK taxes paid in the<br>PwC 2025 Total Tax Contribution survey of<br>The 100 Group, which referenced our tax<br>payments in 2024. The 100 Group represents<br>members of the FTSE 100 along with several<br>large private companies in the UK.<br>In addition to the taxes we pay, we also<br>collect and administer taxes and social<br>security contributions on behalf of governments.<br>During 2025 we collected a total of £0.97 billion,<br>compared to £0.89 billion in 2024, of tax on<br>behalf of the UK Government, primarily in<br>relation to employee income tax and National<br>Insurance contributions (NIC).<br>The charts opposite show the different taxes<br>we paid globally and in the UK, as well as the<br>taxes we collected in the UK in 2025.<br>Read more about our approach to tax and<br>management of tax risk in Our Tax Strategy<br>and 2024 Tax Transparency Report.<br>Read more about the taxes we paid in the UK<br>and globally during 2025 on our tax webpage<br>at natwestgroup.com.<br>(1) This change better reflects the framework’s underlying methodology which focuses on a risk-based approach aligned to our organisational risk appetite, rather than values-based judgements.<br>(2) As at the date of this publication, there are Risk Acceptance Criteria in place for the following sectors – Adult Entertainment, Animal Welfare, Defence & Private Security, Forestry, Fisheries & Agribusiness, Gambling, Mining & Metals, Energy Supply Sector, and Human Rights, which<br>continue to be subject to change.<br>In 2025, we carried out enhanced<br>due diligence in relation to<br>292<br>customers compared to 330 in 2024.<br>We performed enhanced due diligence in<br>relation to 67 trade-related transactions involving<br>defence equipment, compared to 71 in 2024.<br>Refer to page 275 for more information on our<br>approach to reputational risk. Read more about<br>our E&S RAC at natwestgroup.com.<br>Refer to page 28 of the NatWest Group plc 2025<br>Climate Transition Plan Report for further<br>information on our E&S Risk Acceptance Criteria.<br>£2,630m<br>£2,941m<br>£965m<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 66<br>Additional sustainability information<br>Our approach to assessment<br>of key sustainability topics<br>To ensure our sustainability efforts deliver<br>meaningful value to our stakeholders, we use<br>a methodical assessment process to identify<br>and assess themes of importance to our<br>business and interests of our stakeholders.<br>This disciplined approach enables us to focus<br>on the topics that are important to our shared<br>success and on creating sustainable value.<br>Our assessment approach<br>In determining the sustainability information to<br>be included in this report, NatWest Group has<br>complied with the mandatory requirements of<br>sections 414CA and 414CB of the Companies<br>Act 2006.<br>In addition, we identified and prioritised<br>the key sustainability topics included in this<br>report through stakeholder engagement and<br>considerations relating to our own strategy<br>and core business activities. We engaged with<br>stakeholders through interviews, consultation<br>workshops, meetings and surveys, along with<br>drawing on insights from peer reviews, trends<br>and industry practice.<br>These perspectives were considered as part<br>of an internal review of the identified topics<br>from a business and strategic lens, including<br>consideration of their relevance to NatWest<br>Group’s activities and strategic direction, and<br>the potential interactions between NatWest<br>Group’s activities and its stakeholders,<br>including investors, customers, colleagues,<br>communities and suppliers.<br>NatWest Group has also monitored<br>developments in relation to the UN Principles<br>of Responsible Banking, the Global Reporting<br>Initiative (GRI) and the Sustainability Accounting<br>Standards Board (SASB) standards. We used<br>these frameworks for reference purposes only<br>in identifying key sustainability topics. We have<br>not yet sought to fully align with these<br>frameworks and they should not be interpreted<br>as fully applied or adopted by NatWest Group.<br>By identifying the key sustainability topics,<br>NatWest Group seeks to better prioritise<br>matters most relevant to its stakeholders,<br>embed sustainability considerations into<br>decision making, manage emerging risks and<br>capture opportunities. Applied across NatWest<br>Group’s value chain, this understanding is<br>intended to help manage potential negative<br>sustainability-related impacts, enhance<br>potential contributions and align NatWest<br>Group’s actions with stakeholder expectations.<br>The assessment processes described above<br>have not been conducted in accordance with<br>the financial reporting requirements of the<br>International Financial Reporting Standards,<br>nor are they aligned with the sustainability-related disclosure standards expected to<br>be introduced in the future. As such, the<br>assessment process and any topics identified<br>through them should be interpreted with<br>appropriate caution.<br>Scope, challenges and limitations<br>The topics presented on page 40 represent<br>key sustainability topics for NatWest Group<br>and may differ across our legal entities and<br>geographical footprint. Progress against<br>individual topics can be varied. The topics<br>are not necessarily indicative of, and may<br>be different to, the topics we may disclose in<br>future. Our list of key sustainability topics and<br>stakeholders engaged may continue to evolve<br>as subsequent key topics assessments are<br>completed and as our, and the industry’s<br>understanding of the sustainability-related<br>impacts, risks and opportunities (IROs)<br>continues to develop.<br>Like many of our peer companies we<br>continue to face challenges on data availability,<br>comparability, and uncertainty on the extent of<br>other industry standards and evolving market<br>practice to inform the ongoing development of<br>our approach.<br>We continue to evolve our approach to<br>assessing key sustainability topics, building on<br>existing processes to develop a structured and<br>consistent approach that informs our thinking<br>and supports readiness for legal and regulatory<br>requirements. In 2024, we piloted an initial<br>approach with the objective of refining our<br>understanding of sustainability topics and<br>developing an assessment framework and<br>underlying criteria, alongside an initial list of<br>key topics. As part of this pilot, we mapped<br>our stakeholders across our current view<br>of our value chain to identify potential<br>sustainability-related IROs which might<br>arise, engaged internal teams to assess<br>them, and validated findings through<br>additional stakeholder input. The outcomes of<br>this pilot provided a foundation for the further<br>development of our approach and support<br>future reporting and disclosure requirements<br>as expectations continue to evolve.<br>In 2025, we continued to build on the pilot by<br>further developing the assessment framework<br>for key sustainability topics, and identifying<br>potential data sources to support future<br>analysis, our thinking and topic assessment.<br>These activities remain in exploration and in<br>the development phase. They provide early<br>insight into potential sustainability-related IROs<br>and inform our longer term thinking. However,<br>they did not determine the key sustainability<br>topics for our 2025 reporting suite (as defined<br>in this report) and previous reports which<br>have not reflected the outcomes of this work.<br>As our understanding of sustainability-related<br>IROs continues to mature, across both<br>NatWest Group and the wider industry,<br>our approach to the assessment of key<br>sustainability topics may evolve accordingly.<br>Sustainability review continued<br>sustainability-related impacts, as well as<br>associated financial risks and opportunities.<br>We also continue to actively consider new<br>insights and data which may influence or<br>enhance our view on key sustainability<br>topics. We will continue to review industry<br>developments and evolve our approach to<br>the assessment of key sustainability topics with<br>regards to new insights, data and developing<br>regulatory requirements and frameworks.<br>As a result, we expect that certain disclosures<br>made in this report may be amended, updated,<br>recalculated and/or restated in the future as<br>the quality and completeness of our data<br>and methodologies continue to improve.<br>Preparing for incoming sustainability<br>reporting standards<br>NatWest Group continues to monitor legal<br>and regulatory reporting and disclosure<br>requirements (such as the recent Financial<br>Conduct Authority consultation on Aligning<br>listed issuers’ sustainability disclosures with<br>international standards and the EU Corporate<br>Sustainability Reporting Directive) with the aim<br>to ensure that its disclosures are transparent,<br>robust, and aligned with applicable legal and<br>regulatory requirements and market<br>expectations. In addition, we continue to<br>monitor reporting standards, such as the<br>UK Sustainability Reporting Standards and<br>European Sustainability Reporting Standards,<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6767<br>Readers of the sustainability content of<br>this report should take into consideration<br>this section together with the Climate and<br>of the Annual Report on Form 20-F, alongside<br>with Additional cautionary statement regarding<br>climate and sustainability-related data, metrics<br>and forward-looking statements and Cautionary<br>statements in relation to the climate and<br>sustainability-related disclosures on<br>pages 2 to 4 of the Annual Report on Form<br>20-F.<br>sustainability-related risks on pages 287 to 289
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Operational emissions<br>NatWest Group’s operational emissions<br>methodology accounts for greenhouse<br>gas emissions across Scopes 1, 2 and 3.<br>The reporting boundary includes all entities<br>and facilities under our operational<br>control. Emissions reporting adheres<br>to the Greenhouse Gas Protocol<br>Corporate Standard, utilising both<br>actual and estimated data to fill gaps.<br>As shown on page 55, Scope 1 includes<br>direct emissions from fossil fuels and<br>vehicles, while Scope 2 includes<br>emissions from electricity. Scope 3<br>includes indirect emissions such<br>as supply chain, business travel,<br>commuting, omitting leased assets,<br>processing of sold goods, franchises and<br>investments from its operational value<br>chain as these are reported elsewhere<br>in the Group’s carbon footprint or they<br>are not considered relevant. For indirect<br>emissions, we use a combination of<br>supplier-specific, product and service-specific, and industry average data<br>to estimate supply chain emissions.<br>Our emissions estimation methodology<br>is regularly updated to enhance<br>accuracy and reporting integrity,<br>with a recalculation policy in place<br>to adjust figures exceeding a 5%<br>change threshold.<br>Financed emissions<br>Financed emissions:<br>lending and investments<br>Financed emissions and emissions intensities<br>are currently estimated on an annual<br>basis for the total in-scope balance sheet.<br>We publish our absolute emissions and<br>emissions intensities one year in arrears of<br>our financial reporting date to allow time for<br>appropriate data sourcing, measurement<br>and review. A common theme for emissions<br>estimation across all sectors is data<br>limitations, including lack of published<br>emissions data and granularity of customer<br>information. As a result, our estimates<br>on page 54 are premised on use of the<br>assumptions, extrapolations or aggregation<br>at subsector levels. We expect our estimates<br>of emissions to change as we improve the<br>granularity and coverage of customer and<br>asset climate data and develop our<br>methodologies further.<br>Specific limitations include:<br> • availability, accuracy and comparability<br>of customer data and other public<br>data sources<br> • susceptibility to variation year on year<br> • lack of industry comparability<br> • complex corporate structures<br> • double counting of Scope 3<br> • Scope 3 definition differences.<br>Financed emissions: assets<br>under management<br>Scope 1 and 2 estimated emissions from<br>underlying investments and WACI covered<br>84% of Managed Assets and Bespoke AUM<br>as at 31 July 2025. This included listed<br>equity, corporate fixed income and<br>government bond asses classes,<br>equating to £30.2 billion.<br>Coverage increased from £17.1 billion in<br>2024 (55% of Managed and Bespoke AUM),<br>driven by the availability of data for funds<br>launched in 2024. Advisory assets continue<br>to be excluded as investment decisions sit<br>with our customers. Cash is also out of<br>scope due to the lack of a defined<br>methodology for this asset class.<br>Scope 3 emissions from underlying funds<br>are excluded owing to uncertainty in the<br>accuracy of available data. We continue<br>to review our approach and anticipate<br>changes in data coverage as our business<br>operations change and new regulatory<br>requirements take effect in our<br>investment jurisdictions.<br>Facilitated emissions from<br>bond underwriting and<br>syndicated lending<br>NatWest Group estimates its facilitated<br>emissions based on annual transaction<br>volume. This reflects the transactional<br>nature of capital markets activities and<br>the period in which banks generate<br>revenue from them.<br>In line with the Standard, we allocated<br>transactions based on actual volume<br>facilitated where available. For remaining<br>positions volume was apportioned<br>equally among bookrunners/arrangers.<br>Where available, we use customer-level<br>emissions data to estimate greenhouse<br>gas emissions. If customer-level data<br>was unavailable, emissions estimates<br>(PCAF 4) or emission sector averages<br>(PCAF 5) were used for emission<br>intensities from 2024 and applied<br>against 2025 volumes.<br>Sustainability review	Additional sustainability information continued<br>NatWest Group climate and transition finance framework.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6868<br>Emissions and emissions estimates, methodologies and limitations<br>We followed the PCAF Part B Global<br>Greenhouse Gas Accounting and<br>Reporting Standard for Facilitated<br>Emissions to define an issuer as an<br>organisation that issues debt or equity<br>capital markets instruments.(1)<br> We<br>also included green bond, green<br>loan syndication(2,3)<br> and the role of<br>co-manager(4)<br> in the estimation of<br>facilitated emissions.<br>(1) NatWest Group’s own bond issuances are not included within estimates of facilitated emissions.<br>(2) Green bonds and loans are excluded from PCAF’s facilitated emissions standard. While these instruments are expected to have lower emissions intensity, there is currently no agreed method to quantify their emissions and NatWest Group does not distinguish these from conventional<br>transactions or apply lower emissions. NatWest Group treats sustainability-linked and sustainable bond and loan activities as conventional for the purpose of estimating and reporting on facilitated emissions.<br>(3) NatWest Group 2024 climate and sustainable funding and financing inclusion criteria was used to determine the assets, activities and companies eligible for inclusion up to 30 June 2025. From 1 July 2025, the NatWest Group climate and transition finance framework was used.<br>(4) Co-managers are not captured by the PCAF Standard. We include transactions where we act as a co-manager in alignment with the GHG accounting ‘follow the money approach’ and with NatWest Group’s climate and sustainable funding and financing inclusion criteria and the
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Operational emissions<br>NatWest Group’s operational emissions<br>methodology accounts for greenhouse<br>gas emissions across Scopes 1, 2 and 3.<br>The reporting boundary includes all entities<br>and facilities under our operational<br>control. Emissions reporting adheres<br>to the Greenhouse Gas Protocol<br>Corporate Standard, utilising both<br>actual and estimated data to fill gaps.<br>As shown on page 55, Scope 1 includes<br>direct emissions from fossil fuels and<br>vehicles, while Scope 2 includes<br>emissions from electricity. Scope 3<br>includes indirect emissions such<br>as supply chain, business travel,<br>commuting, omitting leased assets,<br>processing of sold goods, franchises and<br>investments from its operational value<br>chain as these are reported elsewhere<br>in the Group’s carbon footprint or they<br>are not considered relevant. For indirect<br>emissions, we use a combination of<br>supplier-specific, product and service-specific, and industry average data<br>to estimate supply chain emissions.<br>Our emissions estimation methodology<br>is regularly updated to enhance<br>accuracy and reporting integrity,<br>with a recalculation policy in place<br>to adjust figures exceeding a 5%<br>change threshold.<br>Refer to pages 13 to 16 of the NatWest<br>Group plc 2025 Climate Transition Plan<br>Report and pages 3 to 5 of the NatWest<br>Group 2025 Sustainability Basis of<br>Reporting for further details of our<br>own operational emissions.<br>Financed emissions<br>Financed emissions:<br>lending and investments<br>Financed emissions and emissions intensities<br>are currently estimated on an annual<br>basis for the total in-scope balance sheet.<br>We publish our absolute emissions and<br>emissions intensities one year in arrears of<br>our financial reporting date to allow time for<br>appropriate data sourcing, measurement<br>and review. A common theme for emissions<br>estimation across all sectors is data<br>limitations, including lack of published<br>emissions data and granularity of customer<br>information. As a result, our estimates<br>on page 54 are premised on use of the<br>assumptions, extrapolations or aggregation<br>at subsector levels. We expect our estimates<br>of emissions to change as we improve the<br>granularity and coverage of customer and<br>asset climate data and develop our<br>methodologies further.<br>Refer to page 41 of the NatWest Group plc 2025<br>Climate Transition Plan Report for a summary<br>of our PCAF data quality scores by sector.<br>Specific limitations include:<br> • availability, accuracy and comparability<br>of customer data and other public<br>data sources<br> • susceptibility to variation year on year<br> • lack of industry comparability<br> • complex corporate structures<br> • double counting of Scope 3<br> • Scope 3 definition differences.<br>Refer to pages 39 to 42 of the NatWest Group<br>plc 2025 Climate Transition Plan Report and<br>pages 16 to 32 of the NatWest Group 2025<br>Sustainability Basis of Reporting for further<br>details of our estimates of financed emissions.<br>Financed emissions: assets<br>under management<br>Scope 1 and 2 estimated emissions from<br>underlying investments and WACI covered<br>84% of Managed Assets and Bespoke AUM<br>as at 31 July 2025. This included listed<br>equity, corporate fixed income and<br>government bond asses classes,<br>equating to £30.2 billion.<br>Coverage increased from £17.1 billion in<br>2024 (55% of Managed and Bespoke AUM),<br>driven by the availability of data for funds<br>launched in 2024. Advisory assets continue<br>to be excluded as investment decisions sit<br>with our customers. Cash is also out of<br>scope due to the lack of a defined<br>methodology for this asset class.<br>Scope 3 emissions from underlying funds<br>are excluded owing to uncertainty in the<br>accuracy of available data. We continue<br>to review our approach and anticipate<br>changes in data coverage as our business<br>operations change and new regulatory<br>requirements take effect in our<br>investment jurisdictions.<br>Refer to page 67 and pages 70 to 72 of the<br>NatWest Group plc 2025 Climate Transition<br>Plan Report for further details.<br>Facilitated emissions from<br>bond underwriting and<br>syndicated lending<br>NatWest Group estimates its facilitated<br>emissions based on annual transaction<br>volume. This reflects the transactional<br>nature of capital markets activities and<br>the period in which banks generate<br>revenue from them.<br>We followed the PCAF Part B Global<br>Greenhouse Gas Accounting and<br>Reporting Standard for Facilitated<br>Emissions to define an issuer as an<br>organisation that issues debt or equity<br>capital markets instruments.(2) We<br>also included green bond, green<br>loan syndication(3,4) and the role of<br>co-manager(5) in the estimation of<br>facilitated emissions.<br>In line with the Standard, we allocated<br>transactions based on actual volume<br>facilitated where available. For remaining<br>positions volume was apportioned<br>equally among bookrunners/arrangers.<br>Where available, we use customer-level<br>emissions data to estimate greenhouse<br>gas emissions. If customer-level data<br>was unavailable, emissions estimates<br>(PCAF 4) or emission sector averages<br>(PCAF 5) were used for emission<br>intensities from 2024 and applied<br>against 2025 volumes.<br>Refer to pages 43 to 44 NatWest Group plc<br>2025 Climate Transition Plan Report and<br>pages 53 to 55 of the 2025 NatWest Markets<br>Annual Report and Accounts for further<br>details of estimated facilitated emissions.<br>Emissions and emissions estimates, methodologies and limitations(1)<br>Sustainability review	Additional sustainability information continued<br>(1) Refer to page 45 of the NatWest Group plc 2025 Climate Transition Plan Report for our approach to restatements and re-baselining for our emissions and emissions estimates.<br>(2) NatWest Group’s own bond issuances are not included within estimates of facilitated emissions.<br>(3) Green bonds and loans are excluded from PCAF’s facilitated emissions standard. While these instruments are expected to have lower emissions intensity, there is currently no agreed method to quantify their emissions and NatWest Group does not distinguish these from conventional<br>transactions or apply lower emissions. NatWest Group treats sustainability-linked and sustainable bond and loan activities as conventional for the purpose of estimating and reporting on facilitated emissions.<br>(4) NatWest Group 2024 climate and sustainable funding and financing inclusion criteria was used to determine the assets, activities and companies eligible for inclusion up to 30 June 2025. From 1 July 2025, the NatWest Group climate and transition finance framework was used.<br>(5) Co-managers are not captured by the PCAF Standard. We include transactions where we act as a co-manager in alignment with the GHG accounting ‘follow the money approach’ and with NatWest Group’s climate and sustainable funding and financing inclusion criteria and the<br>NatWest Group climate and transition finance framework.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 68<br>We have adopted this approach to seek to<br>ensure that we have presented the detailed<br>and technical content in the clearest position<br>for users of these reports.<br>The climate-related disclosures in the 2025<br>Climate-related Disclosures Reporting Suite<br>do not cover NatWest Group’s Pension Fund<br>(including both Defined Benefit Scheme and<br>Retirement Savings Plan), which are reported<br>on in separate climate-related disclosures<br>published by the trustee of that Fund and<br>regulated by The Pensions Regulator.<br>Task Force on Climate-related Financial Disclosures (TCFD) overview<br>Sustainability review	Additional sustainability information continued<br>Disclosures addressing our regulatory obligation to report greenhouse gas (GHG) emissions<br>pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and<br>Carbon Report) Regulations 2018 which implement the government’s policy on Streamlined<br>Energy and Carbon Reporting (SECR) have been included on page 56.<br>NatWest Group confirms that it has:<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 6969<br>• made climate-related financial disclosures<br>for the year ended 31 December 2025<br>that it believes are consistent with the<br>Task Force on Climate-related Financial<br>Disclosures (TCFD) Recommendations and<br>Recommended Disclosures (as defined in<br>the FCA’s Listing Rules, as amended by<br>the Disclosure of Climate-Related Financial<br>Information (No 2) Instrument 2021) which<br>include (i) Final Report – Recommendations<br>of TCFD (June 2017) (focusing in particular<br>on the four recommendations and the<br>eleven recommended disclosures set out<br>in Figure 4 of Section C of the TCFD<br>Final Report); (ii) Implementing the<br>Recommendations of TCFD (October 2021<br>version); (iii) Technical Supplement – the<br>Use of Scenario Analysis in Disclosure of<br>Climate-related Risks and Opportunities<br>(June 2017); (iv) Guidance on Risk<br>Management Integration and Disclosure<br>(October 2020); and (v) TCFD Guidance<br>on Metrics, Targets and Transition Plans<br>(October 2021 version); and<br>• set out its climate-related financial<br>disclosures in part in this report, (published<br>on 13 February 2026 and available on the<br>NatWest Group website) to ensure that<br>the disclosures are included in the most<br>relevant sections in each report, as<br>appropriate.<br>In 2025, climate-related disclosures have<br>been made within the NatWest Group plc 2025<br>Annual Report on Form 20-F.<br>Refer to the Non-financial and sustainability<br>information statement on page 70 for<br>cross-referencing against the Climate-related<br>financial disclosures required by sections 414CA<br>and 414CB of the Companies Act 2006.
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Governance • Section 172(1) statement<br> • Governance and remuneration<br> • Governance at a glance<br> • Diversity in the boardroom<br> • UK Corporate Governance Code 2024<br> • Our governance framework<br> • Directors’ remuneration report<br> • Annual remuneration report<br> • Report of the directors<br> • Statement of directors’ responsibilities<br>Social matters • Our business model<br> • Our strategy<br> • Measuring our 2025 performance<br> • Progress against our 2025 strategic priorities<br> • Business performance<br> • Our stakeholders<br> • Supporting customers and communities through our banking products and services<br> • Skilled, engaged and inclusive workforce<br> • Creating an inclusive workforce<br> • Conflicts of interest, Advocacy and political involvement<br> • 12 to 13<br> • 15<br> • 18 to 19<br> • 20<br> • 25 to 26, 28 to<br>29, 31 to 32<br> • 33 to 34<br> • 41 to 44<br> • 59 to 63<br> • 62 to 63<br> • 65<br>Anti-bribery and corruption<br>(ABC)<br> • Detecting and preventing financial crime, corruption and bribery<br> • Protecting whistleblowers<br> • Risk overview<br> • Risk management framework<br> • Compliance and conduct risk<br> • Financial crime risk<br>Risk management • Risk overview<br> • Risk and capital management<br> • Risk factors<br>Climate-related financial<br>disclosures as required by<br>sections 414CA and 414CB of<br>the Companies Act 2006<br> • A description of the company’s governance arrangements in relation to assessing and managing climate-related<br>risks and opportunities.<br> • A description of how the company identifies, assesses, and manages climate-related risks and opportunities.<br> • A description of how processes for identifying, assessing, and managing climate-related risks are integrated into<br>the company’s overall risk management process.<br> • A description of (i) the principal climate-related risks and opportunities arising in connection with the company’s<br>operations, and (ii) the time periods by reference to which those risks and opportunities are assessed.<br> • A description of the actual and potential impacts of the principal climate-related risks and opportunities on the<br>company’s business model and strategy.<br> • An analysis of the resilience of the company’s business model and strategy, taking into account consideration of<br>different climate-related scenarios.<br> • A description of the targets used by the company to manage climate-related risks and to realise climate-related<br>opportunities and of performance against those targets.<br> • The key performance indicators used to assess progress against targets used to manage climate-related risks and<br>realise climate-related opportunities and a description of the calculations on which those key performance<br>indicators are based.<br> • 51<br> • 51 to 53<br> • 51 to 53<br> • 51 to 53<br> • 51 to 53<br> • 53<br> • 49 to 56<br> • 49 to 55, 68<br>Sustainability review	Additional sustainability information continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7270<br>Respect for human rights • Respect for human rights • 65<br>Reporting requirement<br>Page references in<br>Exhibit 15.2 unless<br>otherise specified<br>• 36 to 37<br>• 78 to 159<br>• 85<br>• 86<br>• 87<br>• 88<br>• 123 to 126<br>• 134 to 151<br>• 155 to 158<br>• 159<br>• 57 to 58<br>• 64 to 65<br>• 72 to 77<br>• 29 to 40 of the Annual Report on Form 20-F<br>• 72 to 77<br>• 140 to 141 of the Annual Report on Form 20-F<br>• 141 to 142 of the Annual Report on Form 20-F<br>• 29 to 145 of the Annual Report on Form 20-F<br>• 269 to 289 of the Annual Report on Form 20-F
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Reporting requirement<br>Page references<br>in this report<br>Relevant policy or document<br>available at natwestgroup.com<br>Governance • Section 172(1) statement<br>• Governance and remuneration<br>• Governance at a glance<br>• Diversity in the boardroom<br>• UK Corporate Governance Code 2024<br>• Our governance framework<br>• Directors’ remuneration report<br>• Annual remuneration report<br>• Report of the directors<br>• Statement of directors’ responsibilities<br>• 36 to 37<br>• 95 to 176<br>• 102<br>• 103<br>• 104<br>• 105<br>• 140 to 150<br>• 151 to 168<br>• 172 to 175<br>• 176<br>Boardroom Inclusion Policy<br>Social matters • Our business model<br>• Our strategy<br>• Measuring our 2025 performance<br>• Progress against our 2025 strategic priorities<br>• Business performance<br>• Our stakeholders<br>• Supporting customers and communities through our banking products and services<br>• Skilled, engaged and inclusive workforce<br>• Creating an inclusive workforce<br>• Conflicts of interest, Advocacy and political involvement<br>• 12 to 13<br>• 15<br>• 18 to 19<br>• 20<br>• 25 to 26, 28 to<br>29, 31 to 32<br>• 33 to 34<br>• 41 to 44<br>• 59 to 63<br>• 62 to 63<br>• 65<br>Supplier Code of Best Practice<br>Respect for human rights • Respect for human rights • 65 Human Rights Report<br>Anti-bribery and corruption<br>(ABC)<br>• Detecting and preventing financial crime, corruption and bribery<br>• Protecting whistleblowers<br>• Risk overview<br>• Risk management framework<br>• Compliance and conduct risk<br>• Financial crime risk<br>• 57 to 58<br>• 64 to 65<br>• 74 to 79<br>• 177 to 186<br>• 272<br>• 273<br>Financial crime statement<br>Risk management • Risk overview<br>• Risk and capital management<br>• Risk factors<br>• 74 to 79<br>• 177 to 275<br>• 403 to 422<br>Environmental and Social Risk<br>Acceptance Criteria<br>Climate-related financial<br>disclosures as required by<br>sections 414CA and 414CB of<br>the Companies Act 2006<br>• A description of the company’s governance arrangements in relation to assessing and managing climate-related<br>risks and opportunities.<br>• A description of how the company identifies, assesses, and manages climate-related risks and opportunities.<br>• A description of how processes for identifying, assessing, and managing climate-related risks are integrated into<br>the company’s overall risk management process.<br>• A description of (i) the principal climate-related risks and opportunities arising in connection with the company’s<br>operations, and (ii) the time periods by reference to which those risks and opportunities are assessed.<br>• A description of the actual and potential impacts of the principal climate-related risks and opportunities on the<br>company’s business model and strategy.<br>• An analysis of the resilience of the company’s business model and strategy, taking into account consideration of<br>different climate-related scenarios.<br>• A description of the targets used by the company to manage climate-related risks and to realise climate-related<br>opportunities and of performance against those targets.<br>• The key performance indicators used to assess progress against targets used to manage climate-related risks and<br>realise climate-related opportunities and a description of the calculations on which those key performance<br>indicators are based.<br>• 51<br>• 51 to 53<br>• 51 to 53<br>• 51 to 53<br>• 51 to 53<br>• 53<br>• 49 to 56<br>• 49 to 55, 68<br>NatWest Group plc 2025 Climate<br>Transition Plan Report<br>Sustainability review	Additional sustainability information continued<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 72<br>Succeeding with customers<br>Case study – helping build better businesses<br>When Wall Colmonoy Ltd, a global<br>materials engineering group, began<br>investing in new technologies to grow<br>its manufacturing capabilities, the<br>management team knew they were<br>entering an important phase for the<br>Swansea Valley business. They wanted<br>to move into new markets, manage the<br>currency risks of international trading, and<br>protect around 200 jobs at the company.<br>As the plans took shape, the company<br>worked closely with NatWest Group, who<br>supported day-to-day banking and foreign<br>exchange (FX) hedging, while also helping<br>the business navigate major investment<br>stages. Regular, open communication<br>meant the bank could tailor financial<br>guidance and products to meet the<br>pace and structure of each upgrade.<br>Now, with new processes in place and a<br>clearer route into additional international<br>markets, Wall Colmonoy Ltd is progressing<br>with confidence.<br>Our impact<br>Investment support<br>to strengthen<br>growth strategy.<br>FX hedging<br>and guidance<br>to help manage<br>international<br>currency exposure.<br>Backing to protect<br>around 200 jobs and<br>create new training<br>pathways in the<br>Swansea Valley.<br>Pontardawe<br>Rob Davies (left) and Paul Dunne – NatWest Group Relationship Manager (right)<br>up new export<br>markets<br>Opening<br>‘Working with NatWest gives us<br>confidence to strive forward in<br>the way that we are. We’ve been<br>offered great customer support<br>and products. In turn, that has<br>allowed us to deliver on strategic<br>objectives to grow our business’<br>Rob Davies, Managing Director,<br>Wall Colmonoy Ltd.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7371
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Risk overview<br>Effective risk management helps<br>to ensure that NatWest Group<br>delivers its long-term strategy.<br>Approach to risk management<br>The enterprise-wide risk management<br>framework (EWRMF) sets out the approach<br>to managing risk across NatWest Group and<br>provides a common risk language to facilitate<br>effective risk management. The framework<br>applies to all subsidiary legal entities, business<br>segments and functions to help deliver<br>NatWest Group’s strategy in a safe and<br>sustainable way.<br>Risk culture<br>Our approach to risk culture, under the banner<br>of intelligent risk-taking, ensures a focus on<br>robust risk management behaviours and<br>practices. This approach, in line with our<br>strategy across all three lines of defence,<br>enables us to support better customer<br>outcomes, develop a stronger and more<br>sustainable business. During 2025, we<br>reviewed and evolved the key outcomes to<br>deliver on the intelligent risk-taking approach.<br>The new outcomes focus on effective decision-making, empowered outcomes and embedded<br>risk practices.<br>Risk governance<br>The Board is collectively responsible for<br>promoting the long-term sustainable success<br>of NatWest Group, driving shareholder value<br>and NatWest Group’s contribution to wider<br>society by providing direction and leadership<br>within a framework of prudent and effective<br>controls which enables risks to be assessed<br>and managed.<br>It reviews the performance of NatWest<br>Group relative to risk appetite and oversees<br>management’s implementation of the risk<br>appetite framework and the embedding<br>of risk appetite within NatWest Group.<br>The ERC receives and reviews reports on<br>emerging risks, reviews the EWRMF, key risk<br>policies(1) and the EWRMS and supports their<br>recommendation to the BRC. It drives the<br>implementation and embedding of the EWRMF.<br>Three lines of defence<br>In line with industry best practice and sound<br>risk governance principles, NatWest Group<br>adopts a three lines of defence model of risk<br>governance. Everyone has a responsibility<br>for the intelligent management of risk in<br>day-to-day activities. This includes actively<br>demonstrating risk practices and behaviours<br>that are consistent with NatWest Group’s<br>desired risk culture.<br>As the second line of defence, the Risk<br>function has a mandate to undertake<br>proactive risk oversight and monitoring<br>of all risk management activities including<br>maintaining a robust control environment.<br>The Risk function designs and maintains<br>the EWRMF. The CRO leads the Risk function<br>and plays an integral role in advising the Board<br>on NatWest Group’s risk profile. This includes<br>continuous monitoring to confirm that NatWest<br>Group engages in sustainable risk-taking<br>activities in pursuit of strategic objectives.<br>It reviews and approves the EWRMF (including<br>NatWest Group’s risk appetite framework)<br>and approves the risk appetite in accordance<br>with the risk appetite framework. It monitors<br>performance against risk appetite, considers<br>material risks and reviews the effectiveness of<br>risk management and internal control systems.<br>The Group Board Risk Committee (BRC)<br>provides oversight and advice to the Board<br>on current and potential future risk exposures,<br>future risk profile including risk appetite and<br>the approval and effectiveness of the EWRMF.<br>It reviews performance relative to risk appetite,<br>the effectiveness of internal controls required<br>to manage risk and all material risk exposures<br>and management’s recommendations to<br>monitor, control and mitigate such exposures,<br>including for all principal and emerging risks.<br>The BRC also approves the key risk policies<br>in accordance with the EWRMF, approves<br>the enterprise-wide risk management strategy<br>(EWRMS)(1), and oversees its effective delivery.<br>It reviews and as required approves (subject to<br>the escalation of any material concerns to the<br>Board as appropriate) the results of material<br>internal and regulatory NatWest Group-wide<br>stress tests and the ICAAP and ILAAP submissions.<br>The Executive Risk Committee (ERC)<br>supports the Chief Risk Officer (CRO) and<br>other accountable executives in discharging<br>their risk management accountabilities. It<br>reviews, challenges and debates all material<br>risk exposures including all principal risks, and<br>management’s recommendations to monitor<br>and control such exposures.<br>Risk appetite<br>The risk appetite framework is a component<br>of the EWRMF and establishes the extent<br>of permissible risk-taking to support business<br>outcomes and delivery of the strategy.<br>The EWRMF sets out the requirements<br>regarding how risk appetite is implemented<br>through risk policies and standards and<br>translated into operational procedures.<br>This consistent approach is followed for<br>all principal risks, frameworks, tools and<br>techniques. Risk appetite is approved at<br>least annually by the Board on the BRC’s<br>recommendation to ensure it remains<br>appropriate and aligned to strategy.<br>Risk profile<br>NatWest Group maintained a stable risk profile<br>in 2025 despite geopolitical tensions creating<br>an uncertain risk environment. The overall<br>financial risk profile remained within risk<br>appetite supported by stable economic<br>conditions. Key developments included:<br> • A strong capital position was maintained<br>in 2025, with a CET1 ratio of 14.0%.<br> • A robust liquidity and funding risk profile<br>was maintained throughout 2025, with an<br>average liquidity coverage ratio of 147%<br>and an average net stable funding ratio<br>of 135%.<br>(1) Risk policies are in place for each principal risk and define, at a high level, the cascade of qualitative expectation, guidance and standards that stipulate the nature and extent of permissible risk-taking. They are consistently applied across NatWest Group and subsidiary legal entities<br>and form part of the qualitative expression of risk appetite for each principal risk.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7472<br>(2) The factors dicsussed in this section and elsewhere in this document should not be regarded as a complete and comprehensive statement of all risks and uncertainties facing NatWest Group. Refer to the Risk Factors on pages 230 to 252 of the 2025 Annual Report on<br>Form 20-F for further details.
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Risk overview<br>Effective risk management helps<br>to ensure that NatWest Group<br>delivers its long-term strategy.<br>Approach to risk management<br>The enterprise-wide risk management<br>framework (EWRMF) sets out the approach<br>to managing risk across NatWest Group and<br>provides a common risk language to facilitate<br>effective risk management. The framework<br>applies to all subsidiary legal entities, business<br>segments and functions to help deliver<br>NatWest Group’s strategy in a safe and<br>sustainable way.<br>Risk culture<br>Our approach to risk culture, under the banner<br>of intelligent risk-taking, ensures a focus on<br>robust risk management behaviours and<br>practices. This approach, in line with our<br>strategy across all three lines of defence,<br>enables us to support better customer<br>outcomes, develop a stronger and more<br>sustainable business. During 2025, we<br>reviewed and evolved the key outcomes to<br>deliver on the intelligent risk-taking approach.<br>The new outcomes focus on effective decision-making, empowered outcomes and embedded<br>risk practices.<br>Risk governance<br>The Board is collectively responsible for<br>promoting the long-term sustainable success<br>of NatWest Group, driving shareholder value<br>and NatWest Group’s contribution to wider<br>society by providing direction and leadership<br>within a framework of prudent and effective<br>controls which enables risks to be assessed<br>and managed.<br>It reviews the performance of NatWest<br>Group relative to risk appetite and oversees<br>management’s implementation of the risk<br>appetite framework and the embedding<br>of risk appetite within NatWest Group.<br>The ERC receives and reviews reports on<br>emerging risks, reviews the EWRMF, key risk<br>policies(1) and the EWRMS and supports their<br>recommendation to the BRC. It drives the<br>implementation and embedding of the EWRMF.<br>Three lines of defence<br>In line with industry best practice and sound<br>risk governance principles, NatWest Group<br>adopts a three lines of defence model of risk<br>governance. Everyone has a responsibility<br>for the intelligent management of risk in<br>day-to-day activities. This includes actively<br>demonstrating risk practices and behaviours<br>that are consistent with NatWest Group’s<br>desired risk culture.<br>As the second line of defence, the Risk<br>function has a mandate to undertake<br>proactive risk oversight and monitoring<br>of all risk management activities including<br>maintaining a robust control environment.<br>The Risk function designs and maintains<br>the EWRMF. The CRO leads the Risk function<br>and plays an integral role in advising the Board<br>on NatWest Group’s risk profile. This includes<br>continuous monitoring to confirm that NatWest<br>Group engages in sustainable risk-taking<br>activities in pursuit of strategic objectives.<br>It reviews and approves the EWRMF (including<br>NatWest Group’s risk appetite framework)<br>and approves the risk appetite in accordance<br>with the risk appetite framework. It monitors<br>performance against risk appetite, considers<br>material risks and reviews the effectiveness of<br>risk management and internal control systems.<br>The Group Board Risk Committee (BRC)<br>provides oversight and advice to the Board<br>on current and potential future risk exposures,<br>future risk profile including risk appetite and<br>the approval and effectiveness of the EWRMF.<br>It reviews performance relative to risk appetite,<br>the effectiveness of internal controls required<br>to manage risk and all material risk exposures<br>and management’s recommendations to<br>monitor, control and mitigate such exposures,<br>including for all principal and emerging risks.<br>The BRC also approves the key risk policies<br>in accordance with the EWRMF, approves<br>the enterprise-wide risk management strategy<br>(EWRMS)(1), and oversees its effective delivery.<br>It reviews and as required approves (subject to<br>the escalation of any material concerns to the<br>Board as appropriate) the results of material<br>internal and regulatory NatWest Group-wide<br>stress tests and the ICAAP and ILAAP submissions.<br>The Executive Risk Committee (ERC)<br>supports the Chief Risk Officer (CRO) and<br>other accountable executives in discharging<br>their risk management accountabilities. It<br>reviews, challenges and debates all material<br>risk exposures including all principal risks, and<br>management’s recommendations to monitor<br>and control such exposures.<br>Risk appetite<br>The risk appetite framework is a component<br>of the EWRMF and establishes the extent<br>of permissible risk-taking to support business<br>outcomes and delivery of the strategy.<br>The EWRMF sets out the requirements<br>regarding how risk appetite is implemented<br>through risk policies and standards and<br>translated into operational procedures.<br>This consistent approach is followed for<br>all principal risks, frameworks, tools and<br>techniques. Risk appetite is approved at<br>least annually by the Board on the BRC’s<br>recommendation to ensure it remains<br>appropriate and aligned to strategy.<br>Risk profile<br>NatWest Group maintained a stable risk profile<br>in 2025 despite geopolitical tensions creating<br>an uncertain risk environment. The overall<br>financial risk profile remained within risk<br>appetite supported by stable economic<br>conditions. Key developments included:<br>• A strong capital position was maintained<br>in 2025, with a CET1 ratio of 14.0%.<br>• A robust liquidity and funding risk profile<br>was maintained throughout 2025, with an<br>average liquidity coverage ratio of 147%<br>and an average net stable funding ratio<br>of 135%.<br>(1) Risk policies are in place for each principal risk and define, at a high level, the cascade of qualitative expectation, guidance and standards that stipulate the nature and extent of permissible risk-taking. They are consistently applied across NatWest Group and subsidiary legal entities<br>and form part of the qualitative expression of risk appetite for each principal risk.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 74<br>Enterprise-wide risk management framework<br>Risk overview continued<br>Enterprise-wide risk management framework<br>Common risk language, architecture and approach<br>Risk appetite<br>Risk appetite is defined as<br>the type and aggregate level of<br>risk NatWest Group is willing to<br>accept in pursuit of its strategic<br>objectives and business plans.<br>Risk governance<br>NatWest Group’s governance<br>structure facilitates sound risk<br>management decision- making,<br>in line with standards of good<br>corporate governance.<br>Three lines of defence<br>NatWest Group adopts<br>a three lines of defence<br>model of risk governance.<br>Everyone has a responsibility<br>for intelligent risk-taking.<br>Risk culture<br>The EWRMF is centred<br>on the embedding of a strong<br>risk culture that encompasses<br>both prudential and conduct<br>risk outcomes and prescribed<br>behaviours.<br>Risk directory<br>and principal risks<br>The risk directory provides a<br>common language to ensure<br>that consistent terminology is<br>used across NatWest Group<br>to describe the principal risks.<br>Principal risk policies<br>Risk policies are in place for<br>each principal risk and define,<br>at a high level, the cascade<br>of qualitative expectations,<br>guidance and standards that<br>stipulate the nature and extent<br>of permissible risk-taking.<br>Risk standards<br>Risk standards provide a more<br>granular expression of the risk<br>policies and provide the detail<br>for the first line of defence<br>to develop operational<br>policies/procedures.<br>Risk toolkits<br>Risk toolkits define the<br>approaches, tools and<br>techniques for managing risk<br>(split by all principal risks,<br>financial and non-financial risks).<br>Principal risks are<br>used as the basis for<br>setting risk appetite<br>and risk identification.<br>Financial risks<br>• Credit risk<br>• Capital risk<br>• Liquidity and funding risk<br>• Climate and nature risk<br>• Non-traded market risk<br>• Traded market risk<br>• Pension risk<br>Non-financial risks<br>• Operational risk<br>• Compliance risk<br>• Conduct risk<br>• Financial crime risk<br>• Model risk<br>• Reputational risk<br>The enterprise-wide risk management<br>framework (EWRMF) sets out our<br>approach to managing risk across<br>NatWest Group and provides a<br>common risk language and framework<br>to facilitate effective risk management.<br>The building blocks of the EWRMF are:<br>The EWRMF sets out a common risk<br>language and standard definitions to<br>ensure consistency in the application<br>of risk management terminology.<br>The risk toolkit cycle outlines the<br>NatWest Group-wide approach to<br>identify, assess, mitigate, monitor<br>and report risks.<br>The risk toolkit cycle<br>Identify and assess<br>Effective risk identification and<br>assessment to understand the risk profile.<br>Report<br>Reporting of the risk profile, emerging themes,<br>current issues and other key information.<br>Mitigate<br>Determination of the appropriate action<br>for how risks are managed or mitigated.<br>Monitor<br>Monitoring of the risk profile through principal<br>risk indicators or other key metrics.<br>Risk<br>toolkit<br>cycle<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7573
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Risk directory and principal risks<br>Risk overview continued<br>Principal risks – financial Key developments in 2025 Risk management actions<br>Credit risk – the risk that customers, counterparties<br>or issuers fail to meet a contractual obligation<br>to settle outstanding amounts.<br> • Personal portfolio growth in 2025 was a result<br>of continuing organic demand as well as the<br>Sainsbury’s acquisition.<br> • Non-Personal portfolio growth was mainly<br>across strategic areas including funds financing<br>and corporates.<br> • Extensive and thorough credit processes, strategies and controls are in place to ensure effective risk<br>identification, management and oversight.<br> • Personal credit risk – adjustments are made to affordability assumptions and stress rates to ensure<br>that lending continues to be assessed appropriately.<br> • Non-Personal credit risk – sector appetite continues to be reviewed regularly, with particular focus<br>on sector clusters and sub-sectors that are deemed to represent a heightened risk.<br>Capital risk – the risk that there is the inability to conduct<br>business in base or stress conditions on a risk or leverage<br>basis due to insufficient qualifying capital as well as the<br>failure to assess, monitor, plan and manage capital<br>adequacy requirements.<br> • A strong capital position was maintained in 2025,<br>with a CET1 ratio of 14.0%, which was within<br>NatWest Group’s target of 13-14%.<br> • Capital planning is integrated into NatWest Group’s wider annual budgeting process with capital plans<br>produced over a five-year planning horizon under expected and stress conditions.<br> • Stress testing is a principal risk management tool and is used to quantify and evaluate the potential<br>impact of risks on the financial strength and capital position.<br>Liquidity risk – the risk of being unable to meet actual<br>or potential financial obligations in a timely manner when<br>they fall due in the short term. Funding risk – the risk that<br>current or prospective financial obligations cannot be met<br>as they fall due in the medium to long term, either at all<br>or without increasing funding costs unacceptably.<br> • A robust liquidity and funding risk profile was<br>maintained throughout 2025, with an average<br>liquidity coverage ratio of 147% and an average<br>net stable funding ratio of 135%.<br> • A suite of tools is used to monitor, limit and stress test the liquidity and funding risks on the balance<br>sheet. Limit frameworks are in place to control the level of liquidity risk, asset and liability mismatches<br>and funding concentrations. Liquidity condition indicators are monitored daily.<br> • Performance is reported to the Asset & Liability Management Committee on a regular basis.<br>Climate and nature risk – the threat of financial loss or<br>adverse non-financial impacts associated with climate<br>change and nature loss respectively and the political,<br>economic and environmental responses to it.<br> • Climate risk modelling capabilities,<br>including internal physical risk modelling,<br>continued to be enhanced.<br> • The coverage of the climate decisioning<br>framework and its associated use also<br>broadened during the year.<br> • Climate risk analytics are increasingly integrated within risk management processes such as capital<br>adequacy, impairments, and transition plan processes.<br> • Consideration of climate risk within credit risk decisioning at a customer level is maturing. Initial use<br>cases have been introduced: higher-risk transactions are identified for enhanced oversight or<br>escalated approval.<br>Non-traded market risk – the risk to the value of<br>assets or liabilities outside the trading book, or the risk<br>to income, that arises from changes in market prices<br>such as interest rates, foreign exchange rates and<br>equity prices, or from changes in managed rates.<br> • Overall, total value-at-risk (VaR) decreased. The<br>largest component, credit spread VaR, remained<br>relatively stable as bond holdings in the liquidity<br>portfolio remained generally consistent.<br> • The notional of the structural hedge rose slightly,<br>reflecting increased equity structural hedging and<br>deposit stability.<br> • Non-traded market risk appetite is measured via VaR, SVaR, sensitivity and stress limits, and earnings-at-risk limits.<br> • Limits are reviewed to reflect changes in risk appetite, business plans, portfolio composition and the<br>market and economic environments.<br> • Non-traded market risk stress results are combined with those for other risks into capital planning.<br>Traded market risk – the risk of losses in trading book<br>positions from fluctuations in market variables, such as<br>interest rates, credit spreads, foreign exchange rates,<br>equity prices, implied volatilities and asset correlations.<br> • Drivers of market volatility during the year<br>included global inflationary concerns, US tariffs,<br>the ongoing Russia-Ukraine conflict and<br>geopolitical tensions in the Middle East.<br> • Traded VaR and SVaR remained within appetite,<br>aided by NatWest Group’s continued disciplined<br>approach to risk-taking.<br> • VaR, SVaR and the incremental risk charge are used to measure traded market risk.<br> • Traded market risk exposures are monitored against limits and analysed daily.<br> • Limit reporting is supplemented with regulatory capital and stress testing.<br>Pension risk – The inability to meet contractual obligations<br>and other liabilities to the established employee or related<br>company pension scheme.<br> • During the year, the Trustee of the Main section<br>of the NatWest Group Pension Fund completed<br>partial buy-in transactions, in addition to those<br>completed during 2024, passing demographic<br>and market risk to third-party insurers. Over<br>40% of the scheme’s liabilities are now covered<br>by buy-in policies, which is an increase from<br>one-third at the end of 2024.<br> • Pension risk is monitored by the Executive Risk Committee and the Board Risk Committee. Relevant<br>pension risk matters are escalated to the Board as applicable.<br> • NatWest Group also undertakes stress tests on its material defined benefit pension schemes each year.<br>These tests are also used to satisfy the requests of regulatory bodies such as the Bank of England.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7476
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Risk directory and principal risks<br>Risk overview continued<br>Principal risks – financial Key developments in 2025 Risk management actions<br>Credit risk – the risk that customers, counterparties<br>or issuers fail to meet a contractual obligation<br>to settle outstanding amounts.<br>• Personal portfolio growth in 2025 was a result<br>of continuing organic demand as well as the<br>Sainsbury’s acquisition.<br>• Non-Personal portfolio growth was mainly<br>across strategic areas including funds financing<br>and corporates.<br>• Extensive and thorough credit processes, strategies and controls are in place to ensure effective risk<br>identification, management and oversight.<br>• Personal credit risk – adjustments are made to affordability assumptions and stress rates to ensure<br>that lending continues to be assessed appropriately.<br>• Non-Personal credit risk – sector appetite continues to be reviewed regularly, with particular focus<br>on sector clusters and sub-sectors that are deemed to represent a heightened risk.<br>Capital risk – the risk that there is the inability to conduct<br>business in base or stress conditions on a risk or leverage<br>basis due to insufficient qualifying capital as well as the<br>failure to assess, monitor, plan and manage capital<br>adequacy requirements.<br>• A strong capital position was maintained in 2025,<br>with a CET1 ratio of 14.0%, which was within<br>NatWest Group’s target of 13-14%.<br>• Capital planning is integrated into NatWest Group’s wider annual budgeting process with capital plans<br>produced over a five-year planning horizon under expected and stress conditions.<br>• Stress testing is a principal risk management tool and is used to quantify and evaluate the potential<br>impact of risks on the financial strength and capital position.<br>Liquidity risk – the risk of being unable to meet actual<br>or potential financial obligations in a timely manner when<br>they fall due in the short term. Funding risk – the risk that<br>current or prospective financial obligations cannot be met<br>as they fall due in the medium to long term, either at all<br>or without increasing funding costs unacceptably.<br>• A robust liquidity and funding risk profile was<br>maintained throughout 2025, with an average<br>liquidity coverage ratio of 147% and an average<br>net stable funding ratio of 135%.<br>• A suite of tools is used to monitor, limit and stress test the liquidity and funding risks on the balance<br>sheet. Limit frameworks are in place to control the level of liquidity risk, asset and liability mismatches<br>and funding concentrations. Liquidity condition indicators are monitored daily.<br>• Performance is reported to the Asset & Liability Management Committee on a regular basis.<br>Climate and nature risk – the threat of financial loss or<br>adverse non-financial impacts associated with climate<br>change and nature loss respectively and the political,<br>economic and environmental responses to it.<br>• Climate risk modelling capabilities,<br>including internal physical risk modelling,<br>continued to be enhanced.<br>• The coverage of the climate decisioning<br>framework and its associated use also<br>broadened during the year.<br>• Climate risk analytics are increasingly integrated within risk management processes such as capital<br>adequacy, impairments, and transition plan processes.<br>• Consideration of climate risk within credit risk decisioning at a customer level is maturing. Initial use<br>cases have been introduced: higher-risk transactions are identified for enhanced oversight or<br>escalated approval.<br>Non-traded market risk – the risk to the value of<br>assets or liabilities outside the trading book, or the risk<br>to income, that arises from changes in market prices<br>such as interest rates, foreign exchange rates and<br>equity prices, or from changes in managed rates.<br>• Overall, total value-at-risk (VaR) decreased. The<br>largest component, credit spread VaR, remained<br>relatively stable as bond holdings in the liquidity<br>portfolio remained generally consistent.<br>• The notional of the structural hedge rose slightly,<br>reflecting increased equity structural hedging and<br>deposit stability.<br>• Non-traded market risk appetite is measured via VaR, SVaR, sensitivity and stress limits, and earnings-at-risk limits.<br>• Limits are reviewed to reflect changes in risk appetite, business plans, portfolio composition and the<br>market and economic environments.<br>• Non-traded market risk stress results are combined with those for other risks into capital planning.<br>Traded market risk – the risk of losses in trading book<br>positions from fluctuations in market variables, such as<br>interest rates, credit spreads, foreign exchange rates,<br>equity prices, implied volatilities and asset correlations.<br>• Drivers of market volatility during the year<br>included global inflationary concerns, US tariffs,<br>the ongoing Russia-Ukraine conflict and<br>geopolitical tensions in the Middle East.<br>• Traded VaR and SVaR remained within appetite,<br>aided by NatWest Group’s continued disciplined<br>approach to risk-taking.<br>• VaR, SVaR and the incremental risk charge are used to measure traded market risk.<br>• Traded market risk exposures are monitored against limits and analysed daily.<br>• Limit reporting is supplemented with regulatory capital and stress testing.<br>Pension risk – The inability to meet contractual obligations<br>and other liabilities to the established employee or related<br>company pension scheme.<br>• During the year, the Trustee of the Main section<br>of the NatWest Group Pension Fund completed<br>partial buy-in transactions, in addition to those<br>completed during 2024, passing demographic<br>and market risk to third-party insurers. Over<br>40% of the scheme’s liabilities are now covered<br>by buy-in policies, which is an increase from<br>one-third at the end of 2024.<br>• Pension risk is monitored by the Executive Risk Committee and the Board Risk Committee. Relevant<br>pension risk matters are escalated to the Board as applicable.<br>• NatWest Group also undertakes stress tests on its material defined benefit pension schemes each year.<br>These tests are also used to satisfy the requests of regulatory bodies such as the Bank of England.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 76<br>Principal risks – non-financial Key developments in 2025 Risk management actions<br>Operational risk – the risk of loss resulting<br>from inadequate or failed internal processes,<br>people and systems, or external events.<br>It arises from day-to-day operations and<br>is relevant to every aspect of the business.<br>• The enhanced risk and control self-assessment approach was refined further<br>with a focus on material operational risks and controls across the key<br>end-to-end processes.<br>• Operational resilience continued to evolve, UK/EU Digital Operational Resilience<br>Act compliance was achieved along with the assessment of plausible, increasingly<br>severe, complex, and prolonged scenario tests for cyber, third-party, and major<br>IT failure risks.<br>• Threat horizon scanning and vulnerability management processes were<br>enhanced to support risk identification, scenario testing and the prioritisation<br>of risk mitigation activities.<br>• The operational risk frameworks outline the principles and approaches used across<br>NatWest Group, which are aligned to regulatory requirements and risk appetite.<br>These frameworks outline controls, management information and standards used<br>to identify, manage, and reduce operational risks and support continued<br>operational resilience.<br>• A robust approach to operational resilience is maintained through comprehensive<br>NatWest Group-wide processes. These include regular scenario tests that simulate<br>increasingly severe and sophisticated disruption events.<br>Compliance risk – the risk that NatWest<br>Group fails to observe the letter and spirit<br>of all relevant laws, codes, rules, regulations<br>and standards of good market practice.<br>• On 4 September 2025, the US Court of Appeal approved an amendment of the<br>plea agreement and formally terminated the Monitorship (extended oversight) of<br>NatWest Markets Plc (NWM) obligations under the plea agreement and probation<br>has been extended until December 2026. Going forward, NWM will report<br>progress on the compliance programme directly to the US Department of Justice.<br>• The Judicial Review challenging the Financial Ombudsman Service’s<br>interpretation of ‘unfair relationships’ under Section 140 of the Consumer Credit<br>Act remains ongoing. NatWest Group and peer banks have raised concerns over<br>the reopening of closed complaints, with the FCA intervening in support of<br>NatWest Group’s position.<br>• Regulatory horizon scanning is conducted to identify and address changes in<br>regulatory requirements. Rules mapping exists to ensure the key products and<br>supporting services that NatWest Group provides are compliant with all applicable<br>regulatory requirements, including structured breach identification, remediation.<br>Reporting processes are in place that include mandatory reporting timelines.<br>• Policies and procedures set out the principles that apply across NatWest Group,<br>aligned to its risk appetite, with appropriate control frameworks, management<br>information, standards and training implemented to identify and manage<br>regulatory compliance risk.<br>Conduct risk – the risk of inappropriate<br>behaviour towards customers, or in the<br>markets in which NatWest Group operates,<br>which leads to poor or inappropriate<br>customer outcomes and/or undermines<br>market integrity.<br>• The compliance and conduct risk framework was reviewed against the<br>Operational Riskdata eXchange Association regulatory compliance and conduct<br>risk taxonomy leading to proposals for new level 2 risks and a potential merger<br>of conduct and regulatory compliance into a single risk from 2026. These<br>changes aim to improve risk coverage, align with the EWRMF, and reflect<br>industry best practice.<br>• Risk standards are in place to ensure appropriate controls and processes that deliver<br>good customer outcomes and support market integrity.<br>• Ongoing monitoring and testing of good customer outcome measures to ensure<br>good outcomes are delivered for customers, and to ensure products continue to<br>offer customers fair value, throughout the product and service lifecycle, driving<br>continuous improvement.<br>Financial crime risk – the risk that NatWest<br>Group’s products, services, employees<br>and/or third parties are intentionally or<br>unintentionally used to facilitate financial<br>crime in the form of money laundering,<br>terrorist financing, bribery and corruption,<br>sanctions and tax evasion, as well as<br>external or internal fraud.<br>• Significant investment continued to be made to support the delivery of the<br>multi-year transformation plan across financial crime risk management.<br>• Enhancements were made to technology, data quality and data analytics<br>to improve the effectiveness of systems used to monitor customers<br>and transactions.<br>• The financial crime framework, relevant policies, systems, processes and controls are<br>used to mitigate and manage financial crime risk. This includes the use of dedicated<br>screening and monitoring systems and controls to identify people, organisations,<br>transactions and behaviours that may require further investigation or other actions.<br>Model risk – the potential for adverse<br>consequences from model errors or the<br>inappropriate use of modelled outputs<br>to inform business decisions.<br>• The model risk management framework was updated in line with SS1/23,<br>including bringing material and complex deterministic quantitative methods into<br>scope.<br>• Model inventory system design and model risk data accuracy were improved to<br>strengthen overall model risk management and oversight.<br>• Model risk appetite is set to limit the level of model risk that NatWest Group is willing<br>to accept in the course of its business activities. Policies, toolkits and model standards<br>related to the development, validation, approval, implementation, use and ongoing<br>monitoring of models are in place to ensure adequate control across the lifecycle of<br>an individual model. This includes refining, redeveloping or restricting use of models<br>where appropriate.<br>Reputational risk – the risk of damage<br>to stakeholder trust due to negative<br>consequences arising from internal<br>actions or external events.<br>• Enhancements were made to expand the requirements of the reputational<br>risk policy to suppliers and third parties.<br>• The environmental, social and ethical (ESE) animal welfare, mining and metals<br>and forestry, fisheries and agribusiness risk acceptance criteria were reviewed<br>and updated in line with strategic objectives.<br>• From 1 January 2026, the name of the ESE risk framework was updated to<br>the Environmental and Social Risk Framework. This change better reflects the<br>framework’s underlying methodology which focuses on a risk-based approach<br>aligned to organisational risk appetite, rather than values-based judgements.<br>• Relevant internal and external factors are monitored through regular reporting via<br>reputational risk registers at business or legal entity level. They are escalated, where<br>appropriate, to the relevant business risk committee and, where material, to the<br>Group Reputational Risk Committee.<br>• Standards of conduct are in place across NatWest Group requiring strict adherence<br>to policies, procedures and ways of working to ensure business is transacted in a way<br>that meets – or exceeds – stakeholder expectations.<br>Risk overview continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7775
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Top and emerging risks<br>Risk overview continued<br>Top and emerging risks are future scenarios that could have a significantly negative impact on our ability to operate or deliver our strategy and are managed through the EWRMF<br>toolkit. They usually combine elements of several principal risks and require a coordinated management response. Top risks could occur or require management action within two<br>years, while emerging risks are evolving and/or could occur over a longer time horizon but have the potential to become a top risk. In 2025, the ERC, the BRC and the Board received<br>regular reporting on top and emerging risks. The BRC also engaged in a focused horizon scanning session in 2025 and discussed top and emerging risks regularly during 2025 to<br>enable their early identification and mitigation. The top and emerging risks scenarios that follow are shown in alphabetical order.<br>Top risk scenarios in focus in 2025 Description Risk management actions<br>Artificial intelligence Innovations in artificial intelligence (AI), including generative AI, may rapidly<br>transform and disrupt customer interactions, the industry and the economy.<br>NatWest Group’s ability to continue to deploy AI solutions and integrate AI<br>in systems and controls will become increasingly important to retaining and<br>growing business. There can be no certainty that NatWest Group’s innovation<br>strategy will be successful, and competitors may be more successful in<br>implementing AI technologies, in turn, affecting industry competitive dynamics.<br>Developments in AI may also result in increased model risk and rising levels<br>of fraud.<br>• NatWest Group closely monitors developments in disruptive technologies, including AI.<br>Strategy is developed as appropriate to leverage AI across NatWest Group with a focus<br>on helping improve customer journeys, personalisation, colleague effectiveness and<br>improved risk and capital management. Using AI safely and ethically is a key area<br>of focus, alongside compliance with evolving AI regulation. This includes developing<br>a robust set of controls for the use of AI models and tools across NatWest Group.<br>AI risk management is being developed proactively to reflect technological and<br>systems advances.<br>Climate ambitions NatWest Group’s climate strategy – including ambitions, targets, and transition<br>planning – carries significant financial and non-financial risks. Achieving these<br>goals depends on timely and appropriate government policy, technology<br>developments, and on suppliers, customers and society supporting the transition.<br>• Following the review of our climate ambitions and targets in 2025 in the context of the UK<br>Committee on Climate Change’s (UK CCC) issued advice and our progress to date, we<br>have retained our ambition to at least halve the climate impact of our financing activity<br>by 2030, against a 2019 baseline, having achieved a 39% reduction between 2019 and<br>2024, primarily through strategic decisions and methodology and data enhancements.<br>Cyberattack There is a constantly evolving threat from cyberattacks which are increasing<br>in terms of frequency, sophistication, impact and severity. This includes hostile<br>attempts to gain access to and exploit potential vulnerabilities of IT systems<br>including via malware. Any failure in NatWest Group’s cybersecurity policies,<br>procedures or controls, may result in significant financial losses, major business<br>disruption, inability to deliver customer services, loss of data and associated<br>reputational damage.<br>• NatWest Group continues to invest in additional capability to defend against threats<br>including developing and evolving cybersecurity policies, procedures and controls that are<br>designed to minimise the possibility of, and the potential effect of such attacks. The focus<br>is to manage the impact of the attacks and maintain services for NatWest Group’s<br>customers. This includes proving cyber resilience capabilities via stress testing of NatWest<br>Group’s important business services. In addition, NatWest Group utilises threat intelligence<br>to inform its approach to identifying and responding to potential cyber risks.<br>Digital currency NatWest Group operates in markets which would be exposed to any<br>developments in digital currency and/or assets, including tokenised deposits,<br>stablecoins and a UK central bank digital currency (CBDC). The introduction<br>of new digital currencies could result in deposit outflows, higher funding costs,<br>and/or other implications for UK banks including NatWest Group.<br>• NatWest Group is focused on delivery of its digital asset strategy which includes<br>participation in tokenised deposit pilots, and close engagement with regulators on<br>future regulatory regimes for digital assets and monitoring of industry developments. This<br>approach ensures alignment with emerging market practices and regulatory expectations.<br>• NatWest Group maintains an Executive Steering Group on digital assets which oversees<br>developments and engagement on digital currencies. It also coordinates engagement with<br>the UK Government and regulators on digital currency developments and financial market<br>infrastructures such as proposals on regulatory treatment of UK stablecoins.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7876
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Top and emerging risks<br>Risk overview continued<br>Top and emerging risks are future scenarios that could have a significantly negative impact on our ability to operate or deliver our strategy and are managed through the EWRMF<br>toolkit. They usually combine elements of several principal risks and require a coordinated management response. Top risks could occur or require management action within two<br>years, while emerging risks are evolving and/or could occur over a longer time horizon but have the potential to become a top risk. In 2025, the ERC, the BRC and the Board received<br>regular reporting on top and emerging risks. The BRC also engaged in a focused horizon scanning session in 2025 and discussed top and emerging risks regularly during 2025 to<br>enable their early identification and mitigation. The top and emerging risks scenarios that follow are shown in alphabetical order.<br>Top risk scenarios in focus in 2025 Description Risk management actions<br>Artificial intelligence Innovations in artificial intelligence (AI), including generative AI, may rapidly<br>transform and disrupt customer interactions, the industry and the economy.<br>NatWest Group’s ability to continue to deploy AI solutions and integrate AI<br>in systems and controls will become increasingly important to retaining and<br>growing business. There can be no certainty that NatWest Group’s innovation<br>strategy will be successful, and competitors may be more successful in<br>implementing AI technologies, in turn, affecting industry competitive dynamics.<br>Developments in AI may also result in increased model risk and rising levels<br>of fraud.<br>• NatWest Group closely monitors developments in disruptive technologies, including AI.<br>Strategy is developed as appropriate to leverage AI across NatWest Group with a focus<br>on helping improve customer journeys, personalisation, colleague effectiveness and<br>improved risk and capital management. Using AI safely and ethically is a key area<br>of focus, alongside compliance with evolving AI regulation. This includes developing<br>a robust set of controls for the use of AI models and tools across NatWest Group.<br>AI risk management is being developed proactively to reflect technological and<br>systems advances.<br>Climate ambitions NatWest Group’s climate strategy – including ambitions, targets, and transition<br>planning – carries significant financial and non-financial risks. Achieving these<br>goals depends on timely and appropriate government policy, technology<br>developments, and on suppliers, customers and society supporting the transition.<br>• Following the review of our climate ambitions and targets in 2025 in the context of the UK<br>Committee on Climate Change’s (UK CCC) issued advice and our progress to date, we<br>have retained our ambition to at least halve the climate impact of our financing activity<br>by 2030, against a 2019 baseline, having achieved a 39% reduction between 2019 and<br>2024, primarily through strategic decisions and methodology and data enhancements.<br>Cyberattack There is a constantly evolving threat from cyberattacks which are increasing<br>in terms of frequency, sophistication, impact and severity. This includes hostile<br>attempts to gain access to and exploit potential vulnerabilities of IT systems<br>including via malware. Any failure in NatWest Group’s cybersecurity policies,<br>procedures or controls, may result in significant financial losses, major business<br>disruption, inability to deliver customer services, loss of data and associated<br>reputational damage.<br>• NatWest Group continues to invest in additional capability to defend against threats<br>including developing and evolving cybersecurity policies, procedures and controls that are<br>designed to minimise the possibility of, and the potential effect of such attacks. The focus<br>is to manage the impact of the attacks and maintain services for NatWest Group’s<br>customers. This includes proving cyber resilience capabilities via stress testing of NatWest<br>Group’s important business services. In addition, NatWest Group utilises threat intelligence<br>to inform its approach to identifying and responding to potential cyber risks.<br>Digital currency NatWest Group operates in markets which would be exposed to any<br>developments in digital currency and/or assets, including tokenised deposits,<br>stablecoins and a UK central bank digital currency (CBDC). The introduction<br>of new digital currencies could result in deposit outflows, higher funding costs,<br>and/or other implications for UK banks including NatWest Group.<br>• NatWest Group is focused on delivery of its digital asset strategy which includes<br>participation in tokenised deposit pilots, and close engagement with regulators on<br>future regulatory regimes for digital assets and monitoring of industry developments. This<br>approach ensures alignment with emerging market practices and regulatory expectations.<br>• NatWest Group maintains an Executive Steering Group on digital assets which oversees<br>developments and engagement on digital currencies. It also coordinates engagement with<br>the UK Government and regulators on digital currency developments and financial market<br>infrastructures such as proposals on regulatory treatment of UK stablecoins.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 78<br>Risk overview continued<br>Top risk scenarios in focus in 2025 Description Risk management actions<br>Economic and interest<br>rate volatility<br>Economic conditions could deteriorate, depending on factors including weak<br>economic activity, fiscal policies, volatility in interest rates, liquidity pressures,<br>sharp falls in asset prices, escalating geopolitical tensions and concerns<br>regarding sovereign debt or sovereign credit ratings. Any of these may have<br>a materially adverse effect on NatWest Group’s future financial prospects.<br>• A range of complementary approaches is used to mitigate the risks, such as targeted<br>scenario analysis, stress tests, targeted customer reviews and reviews of risk appetite.<br>Stress tests in 2025 included completion of regulatory stress tests as well as a range<br>of internal scenarios.<br>Evolving regulation NatWest Group’s businesses are subject to substantial regulation and oversight,<br>both of which are constantly evolving and may have an adverse impact on<br>NatWest Group. Areas of ongoing regulatory focus include Basel 3.1 standards<br>implementation, including the resulting effect on RWAs and models, as well as<br>the effective management of financial crime.<br>• NatWest Group constantly monitors regulatory change. It engages closely with regulators<br>in the shaping of regulation that materially impacts NatWest Group, responding when<br>necessary, either bilaterally or in partnership with one of the affiliated industry bodies.<br>NatWest Group implements new responses to regulatory requirements where applicable<br>and uses frequent engagement meetings with regulators to discuss key priorities.<br>Increased competition Competitive pressures could intensify, impeding NatWest Group’s ability to<br>grow or retain market share, impacting revenues and profitability, particularly<br>in the UK Retail Banking and Commercial & Institutional segments. Drivers of<br>competition mainly relate to developments in technology, evolving incumbents,<br>challengers, new entrants to the market, shifts in customer behaviour and<br>changes in regulation. For example, increased competition from technology<br>conglomerates, who may have competitive advantages in scale, technology<br>and customer engagement (including brand recognition).<br>• NatWest Group closely monitors the competitive environment and adapts its strategy<br>as appropriate. This includes using scenario analysis and assessing how mega-trends<br>will impact industry competitive dynamics. Strategic responses are focused on the<br>delivery of innovative and compelling propositions for customers and effectively<br>leveraging acquisitions and partnerships.<br>Operational risk scenarios Operational risks are inherent in NatWest Group’s businesses and a broad range<br>of scenarios are considered. NatWest Group could be adversely impacted by<br>scenarios including a failure to access current, complete, and accurate data,<br>or disruption to services if a third-party service provider experienced any<br>interruptions. These scenarios could result in business and customer interruption<br>and related reputational damage, significant compensation costs, regulatory<br>sanctions and/or a breach of applicable regulations.<br>• NatWest Group maintains a robust approach to operational resilience through<br>comprehensive, Group-wide processes and regular scenario tests to ensure effective<br>management of interconnected operational risks.<br>• NatWest Group devotes significant resources to third-party risk management. Focus<br>areas include identifying critical-service suppliers, developing robust exit and contingency<br>plans in the event of supply chain disruption, and ensuring appropriate monitoring and<br>oversight of third-party performance.<br>• Effective and ethical use of data is critical to NatWest Group’s goals, with continued focus<br>on delivering our long-term data strategy alongside enhancing control and policy<br>frameworks governing data usage.<br>Emerging risk scenarios in focus in 2025 Description Risk management actions<br>Geopolitical risk NatWest Group is exposed to risks arising from geopolitical events or political<br>developments. Geopolitical tensions remain elevated and a range of potential<br>scenarios and impacts are considered. This includes the potential impact of<br>armed conflict, global trade and supply chain disruption, volatility in commodity<br>prices, protectionist policies or trade barriers and state-sponsored cyberattacks.<br>• NatWest Group closely monitors the geopolitical risk outlook and undertakes regular<br>scenario analysis to understand the potential impacts and takes mitigating actions as<br>required. This includes second and third-order analysis of impacts, for example, through<br>customers’ supply chain disruption or disruption to third-party providers.<br>Market-based finance (MBF) NatWest Group is exposed to vulnerabilities within shadow banking or MBF,<br>given the interlinkages between UK banks and MBF. This includes the potential<br>for stress events or shocks to financial markets.<br>• NatWest Group closely monitors exposure to MBF. An internal framework for the<br>identification, management, control and mitigation of the risks associated with exposure<br>to MBF is maintained. This includes effective reporting and governance in respect of<br>such exposure.<br>Physical climate risk Intensifying physical climate-related risks, including climate events, materially<br>increasing in frequency and/or severity, results in direct impacts on property,<br>infrastructure, supply chains, geopolitics and economic activity. This could lead<br>to significant credit, operational (for example, business continuity), market,<br>liquidity, pension risks and/or non-financial risks and, if those risks are not<br>mitigated, losses.<br>• NatWest Group leverages scenario analysis to explore the potential impact of physical<br>climate risks and ensure appropriate mitigation. NatWest Group includes a scenario<br>exploring quantifiable impacts of chronic physical climate effects, such as a drag on labour<br>and land productivity, and acute physical shocks such as droughts, heatwaves, wildfires<br>and floods within its suite of stress-testing scenarios. In addition, a qualitative scenario is<br>used to explore cascading and complex risks, including potential earth system tipping<br>points, that are currently challenging for quantitative scenarios and models to capture.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7977
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Board visit to Tyseley Energy Park in Birmingham<br>Governance<br>and remuneration<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7895<br>78 Corporate governance report<br>79 Our Board<br>82 Board composition<br>83 Executive management team<br>84 Chair’s introduction<br>85 Governance at a glance<br>105 Report of the Group Nominations and Governance Committee<br>107 Report of the Group Audit Committee<br>114 Report of the Group Board Risk Committee<br>120 Report of the Group Technology, Innovation and Simplification Committee<br>127 Remuneration at a glance<br>129 The directors’ remuneration policy and wider workforce remuneration<br>134 Annual remuneration report<br>152 Compliance report<br>155 Report of the directors<br>159 Statement of directors’ responsibilities<br>123 Directors’ remuneration report
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Board visit to Tyseley Energy Park in Birmingham<br>Governance<br>and remuneration<br>95 Corporate governance report<br>96 Our Board<br>99 Board composition<br>100 Executive management team<br>101 Chair’s introduction<br>102 Governance at a glance<br>122 Report of the Group Nominations and Governance Committee<br>124 Report of the Group Audit Committee<br>131 Report of the Group Board Risk Committee<br>137 Report of the Group Technology, Innovation and Simplification Committee<br>140 Directors’ remuneration report<br>144 Remuneration at a glance<br>146 The directors’ remuneration policy and wider workforce remuneration<br>151 Annual remuneration report<br>169 Compliance report<br>172 Report of the directors<br>176 Statement of directors’ responsibilities<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 95<br>Our Board<br>Rick Haythornthwaite<br>Chair<br>Paul Thwaite<br>Group Chief Executive Officer<br>Katie Murray<br>Group Chief Financial Officer<br>Date of appointment: 8 January 2024 (Board),<br>15 April 2024 (Chair)<br>Contribution to the Board<br>Rick is a highly experienced Chair who combines a<br>successful commercial career with a deep knowledge<br>of financial services markets and technology, as well<br>as a strong track record of delivery at significant<br>customer-facing organisations. Rick’s Chair experience<br>extends across industry sectors, including Ocado<br>Group plc, which provides technology and automation<br>solutions for grocery retailers; Embedded Finance,<br>a fintech company; QiO Technologies Limited, the<br>industrial AI company that Rick co-founded; Xynteo,<br>a Norway-based sustainability consultancy and<br>Mastercard Inc., a global technology company.<br>Relevant experience<br>While Rick was Chair of Mastercard Inc. the<br>company was transformed from a credit card<br>company to a global technology company and its<br>market capitalisation increased from $5 billion to over<br>$350 billion. He also chaired Arc International Holdings,<br>Centrica plc and Network Rail Limited, and was a<br>partner at Star Capital. Rick’s past non-executive<br>directorships include Globant S.A., Cookson plc,<br>Lafarge S.A., Land Securities plc and ICI plc. Rick<br>also led the Haythornthwaite Review of UK Armed<br>Forces Incentivisation.<br>Rick has been responsible for several high-profile<br>business transformations and rescues, including<br>Invensys, then one of the world’s leading industrial<br>controls companies, as CEO.<br>External appointments:<br>• Chair of AA Limited<br>• Senior advisory partner at Moelis & Co<br>• Visiting Fellow at the Saïd Business School,<br>Oxford University<br>Date of appointment: 25 July 2023<br>Contribution to the Board<br>Paul has over 30 years’ experience in financial<br>services having held senior roles within Wholesale,<br>Corporate, International, Risk and Retail Banking,<br>across the UK, Europe and the US. Prior to his<br>appointment as Chief Executive Officer, Paul was<br>Chief Executive of the bank’s Commercial &<br>Institutional business, bringing together the teams<br>that support NatWest’s business customers,<br>ranging from entrepreneurs and start-ups through to<br>multi-nationals and financial institutions. Throughout<br>his executive and non-executive career, Paul has<br>taken an active role in promoting talent, and building<br>and leading inclusive teams across multiple regions,<br>geographies and disciplines, to deliver performance<br>for customers and wider stakeholders.<br>Relevant experience<br>Paul brings strong UK and international expertise<br>in strategic and cultural transformation, scale<br>leadership, balance sheet management and risk,<br>plus a sharp focus on customer experience.<br>External appointments:<br>• Member of the Board of Trustees at the<br>University of Manchester<br>Date of appointment: 1 January 2019<br>Contribution to the Board<br>Katie Murray is a Chartered Accountant with more<br>than 30 years’ experience in financial services across<br>the UK, Europe and Africa. She brings deep expertise<br>in financial leadership, large-scale transformation,<br>capital management, investor relations and corporate<br>development, with a strong track record of<br>supporting organisations through complex strategic<br>and regulatory change. As Group Chief Financial<br>Officer of NatWest Group, Katie plays a central role<br>in shaping NatWest Group’s long-term strategy,<br>financial resilience and stakeholder engagement.<br>She has led key initiatives to strengthen balance<br>sheet resilience, enhance performance discipline and<br>support sustainable value creation for shareholders<br>and wider stakeholders. She also leads NatWest’s<br>climate transition plan, supporting the UK’s journey<br>to net zero. Katie is a recognised leader in promoting<br>diversity and inclusion across the profession and<br>has sponsored a number of initiatives to improve<br>representation and progression in financial services.<br>Relevant experience<br>Katie was appointed Group Chief Financial Officer<br>of NatWest Group in January 2019, following senior<br>roles within NatWest Group as Director of Finance<br>and Deputy CFO. Previously, Katie was the Group<br>Finance Director for Old Mutual Emerging Markets,<br>based in Johannesburg, having held various roles<br>across Old Mutual from 2002. Katie is also a member<br>of The Institute of Chartered Accountants of Scotland.<br>External appointments:<br>• Non-executive director and Audit Committee<br>Chair of Phoenix Group Holdings plc<br>Lena Wilson CBE<br>Senior Independent Director<br>Date of appointment: 1 January 2018 (Board),<br>1 April 2025 (Senior Independent Director)<br>Contribution to the Board<br>Lena contributes significant knowledge and<br>experience to the Board drawn from a broad<br>executive and non-executive career. She has<br>extensive transformation and development skills, with<br>experience in enterprise, stakeholder management,<br>ESG and general management. As a former Chair of<br>the NatWest Group Colleague Advisory Panel, Lena<br>provides valuable insights on customer and people<br>issues in particular.<br>Relevant experience<br>Lena has a portfolio of Chair roles in the listed and<br>private sectors. She has been a FTSE 100 non-executive director for over 20 years and previously<br>served on the boards of Scottish Power Renewables<br>Limited and Intertek Group plc and as Chair of Picton<br>Property Income Limited and AGS Airports Limited.<br>Lena was Chief Executive of Scottish Enterprise<br>(2009-2017) and prior to that, was Senior Investment<br>Advisor to The World Bank in Washington DC.<br>Lena was a member of the Prime Minister’s Business<br>Council, Scotland’s Financial Services Advisory Board<br>and Chair of Scotland’s Energy Jobs Taskforce.<br>In June 2015 she received a CBE for services<br>to economic development in Scotland and was<br>elected a Fellow of the Royal Society of Edinburgh.<br>External appointments:<br>• Chair and Nominations Committee Chair of<br>FirstGroup plc<br>• Visiting Professor, University of Strathclyde<br>Business School<br>• Member of the European Advisory Board of<br>Workday Inc.<br>Group Audit Committee (GAC)<br>Group Board Risk Committee (BRC)<br>Group Nominations and Governance Committee (N&G)<br>Group Technology, Innovation and Simplification<br>Committee (TISC)<br>Group Performance and Remuneration Committee (RemCo)<br>Solid background denotes Committee Chair<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 7996
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Our Board continued<br>Roisin Donnelly<br>Independent non-executive director<br>Josh Critchley<br>Independent non-executive director<br>Patrick Flynn<br>Independent non-executive director<br>Geeta Gopalan<br>Independent non-executive director<br>Date of appointment: 1 October 2022<br>Contribution to the Board<br>Roisin brings extensive customer, marketing and<br>branding experience to the Board, gained during her<br>long executive career at Procter & Gamble. She has<br>a strong background in digital transformation and<br>data, and significant knowledge and experience of<br>developing ESG strategies at board level. Roisin also<br>brings practical board and committee experience<br>to the role, having served on a number of listed<br>company boards. In April 2023, Roisin was appointed<br>as NatWest Group’s Consumer Duty Board Champion.<br>She is also the Chair of the NatWest Group Colleague<br>Advisory Panel, which provides a valuable link to<br>colleague and customer issues.<br>Relevant experience<br>Roisin spent over 30 years leading marketing and<br>brand building at Procter & Gamble in different UK<br>and international roles. Most recently Roisin served<br>as Chief Marketing Officer for Procter & Gamble<br>Northern Europe (2014-2016) and prior to that<br>served as Chief Marketing Officer for Procter &<br>Gamble UK and Ireland (2002-2014). Roisin’s<br>previous non-executive directorships include<br>HomeServe plc, Just Eat plc, Holland and Barrett<br>Limited, and Bourne Leisure Limited. She is an<br>Honorary Fellow of the Marketing Society.<br>External appointments:<br>• Non-executive director of Premier Foods plc<br>• Non-executive director and Remuneration<br>Committee Chair of The Sage Group plc<br>• Member of the Digital Advisory Board, Coca-Cola<br>Europacific Partners plc<br>• Non-executive Advisor, Internet Advertising Bureau<br>• Trustee of The British Heart Foundation<br>Date of appointment: 3 November 2025<br>Contribution to the Board<br>Josh is a senior financial services leader with over<br>30 years’ experience in investment banking. He has<br>advised company boards and management teams<br>around the world on complex financial, operational,<br>and capital market matters. His expertise in capital<br>markets and investment banking strengthens the<br>Board’s knowledge, especially in supporting strategy<br>and growth.<br>Relevant experience<br>Josh is the former Vice Chair of Global Investment<br>Banking at the Royal Bank of Canada (RBC). Prior<br>to that, he spent twelve years (2011–2022) leading<br>RBC’s European and Asian Investment Banking<br>teams, including 7 years as a member of the firm’s<br>Global Operating Committee. He originally joined RBC<br>in 2009 to help expand its investment banking and<br>equities presence in Europe, supporting the bank’s<br>transformation into a full-service investment banking<br>provider. Before joining RBC, Josh held senior roles<br>at Goldman Sachs and Merrill Lynch.<br>External appointments:<br>• Trustee and Investment Committee Chair at<br>Great Ormond Street Hospital Charity<br>• Honorary Senior Visiting Fellow at Bayes Business<br>School, City St George’s, University of London<br>Date of appointment: 1 June 2018<br>Contribution to the Board<br>Patrick contributes significant retail and commercial<br>banking experience to the Board, together with a<br>background in complex organisational restructuring<br>and technology transformation. This experience<br>enables Patrick to provide insightful contributions<br>to Board discussions on complex matters, alongside<br>his significant financial knowledge and expertise.<br>Relevant experience<br>Patrick was the Chief Financial Officer and a member<br>of the Executive Board of ING Group for over eight<br>years to May 2017. Prior to that, he worked for<br>HSBC for 20 years. He is also a Fellow of<br>Chartered Accountants Ireland.<br>External appointments:<br>• Senior Independent Director and Audit Committee<br>Chair of Aviva plc<br>Date of appointment: 1 July 2024<br>Contribution to the Board<br>Geeta brings substantial financial and banking<br>expertise to the Board with over 25 years of<br>expertise in business leadership and management<br>roles across commercial and retail financial services<br>in the UK and internationally, as well as social<br>investment and community development. Geeta has<br>a strong track record as a non-executive director,<br>having served on boards in a variety of industries<br>including financial services, pharmaceuticals<br>and technology.<br>Relevant experience<br>Geeta has served as a non-executive director of<br>Virgin Money UK plc, where she chaired the Risk<br>Committee; Dechra Pharmaceuticals Ltd, Ultra<br>Electronics Plc, WiZink Bank S.A., and Vocalink.<br>Geeta is also a Qualified Chartered Accountant of<br>the Chartered Accountants Institute, India.<br>External appointments:<br>• Non-executive director of Intrum AB<br>• Non-executive director of Auto Trader Group plc<br>• Non-executive director of Clear Score<br>Technology Limited<br>• Trustee and Finance Committee Chair at<br>The Old Vic Theatre<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 9780
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Our Board continued<br>Roisin Donnelly<br>Independent non-executive director<br>Josh Critchley<br>Independent non-executive director<br>Patrick Flynn<br>Independent non-executive director<br>Geeta Gopalan<br>Independent non-executive director<br>Date of appointment: 1 October 2022<br>Contribution to the Board<br>Roisin brings extensive customer, marketing and<br>branding experience to the Board, gained during her<br>long executive career at Procter & Gamble. She has<br>a strong background in digital transformation and<br>data, and significant knowledge and experience of<br>developing ESG strategies at board level. Roisin also<br>brings practical board and committee experience<br>to the role, having served on a number of listed<br>company boards. In April 2023, Roisin was appointed<br>as NatWest Group’s Consumer Duty Board Champion.<br>She is also the Chair of the NatWest Group Colleague<br>Advisory Panel, which provides a valuable link to<br>colleague and customer issues.<br>Relevant experience<br>Roisin spent over 30 years leading marketing and<br>brand building at Procter & Gamble in different UK<br>and international roles. Most recently Roisin served<br>as Chief Marketing Officer for Procter & Gamble<br>Northern Europe (2014-2016) and prior to that<br>served as Chief Marketing Officer for Procter &<br>Gamble UK and Ireland (2002-2014). Roisin’s<br>previous non-executive directorships include<br>HomeServe plc, Just Eat plc, Holland and Barrett<br>Limited, and Bourne Leisure Limited. She is an<br>Honorary Fellow of the Marketing Society.<br>External appointments:<br>• Non-executive director of Premier Foods plc<br>• Non-executive director and Remuneration<br>Committee Chair of The Sage Group plc<br>• Member of the Digital Advisory Board, Coca-Cola<br>Europacific Partners plc<br>• Non-executive Advisor, Internet Advertising Bureau<br>• Trustee of The British Heart Foundation<br>Date of appointment: 3 November 2025<br>Contribution to the Board<br>Josh is a senior financial services leader with over<br>30 years’ experience in investment banking. He has<br>advised company boards and management teams<br>around the world on complex financial, operational,<br>and capital market matters. His expertise in capital<br>markets and investment banking strengthens the<br>Board’s knowledge, especially in supporting strategy<br>and growth.<br>Relevant experience<br>Josh is the former Vice Chair of Global Investment<br>Banking at the Royal Bank of Canada (RBC). Prior<br>to that, he spent twelve years (2011–2022) leading<br>RBC’s European and Asian Investment Banking<br>teams, including 7 years as a member of the firm’s<br>Global Operating Committee. He originally joined RBC<br>in 2009 to help expand its investment banking and<br>equities presence in Europe, supporting the bank’s<br>transformation into a full-service investment banking<br>provider. Before joining RBC, Josh held senior roles<br>at Goldman Sachs and Merrill Lynch.<br>External appointments:<br>• Trustee and Investment Committee Chair at<br>Great Ormond Street Hospital Charity<br>• Honorary Senior Visiting Fellow at Bayes Business<br>School, City St George’s, University of London<br>Date of appointment: 1 June 2018<br>Contribution to the Board<br>Patrick contributes significant retail and commercial<br>banking experience to the Board, together with a<br>background in complex organisational restructuring<br>and technology transformation. This experience<br>enables Patrick to provide insightful contributions<br>to Board discussions on complex matters, alongside<br>his significant financial knowledge and expertise.<br>Relevant experience<br>Patrick was the Chief Financial Officer and a member<br>of the Executive Board of ING Group for over eight<br>years to May 2017. Prior to that, he worked for<br>HSBC for 20 years. He is also a Fellow of<br>Chartered Accountants Ireland.<br>External appointments:<br>• Senior Independent Director and Audit Committee<br>Chair of Aviva plc<br>Date of appointment: 1 July 2024<br>Contribution to the Board<br>Geeta brings substantial financial and banking<br>expertise to the Board with over 25 years of<br>expertise in business leadership and management<br>roles across commercial and retail financial services<br>in the UK and internationally, as well as social<br>investment and community development. Geeta has<br>a strong track record as a non-executive director,<br>having served on boards in a variety of industries<br>including financial services, pharmaceuticals<br>and technology.<br>Relevant experience<br>Geeta has served as a non-executive director of<br>Virgin Money UK plc, where she chaired the Risk<br>Committee; Dechra Pharmaceuticals Ltd, Ultra<br>Electronics Plc, WiZink Bank S.A., and Vocalink.<br>Geeta is also a Qualified Chartered Accountant of<br>the Chartered Accountants Institute, India.<br>External appointments:<br>• Non-executive director of Intrum AB<br>• Non-executive director of Auto Trader Group plc<br>• Non-executive director of Clear Score<br>Technology Limited<br>• Trustee and Finance Committee Chair at<br>The Old Vic Theatre<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 97<br>Yasmin Jetha<br>Independent non-executive director<br>Date of appointment: 1 April 2020<br>Contribution to the Board<br>Yasmin brings a wealth of retail banking and<br>customer experience to the Board, as well as<br>valuable technology and innovation insights. On<br>1 April 2020 Yasmin re-joined the Board of NatWest<br>Group plc, having first been appointed in June 2017.<br>Yasmin stepped down in April 2018 to serve solely<br>as a director of our key ring-fenced entities, She<br>continues to serve on these boards in addition to<br>the Board of NatWest Group plc.<br>Relevant experience<br>During her executive career, Yasmin held Chief<br>Information Officer roles at Bupa and the Financial<br>Times, where she later became the Chief Operating<br>Officer. Prior to that Yasmin held several senior roles<br>at Abbey National PLC, in a career spanning nearly<br>20 years, where latterly she served as an executive<br>director on the board.<br>External appointments:<br>• Non-executive director of Guardian Media<br>Group plc<br>Our Board continued<br>Gill Whitehead OBE<br>Independent non-executive director<br>Stuart Lewis<br>Independent non-executive director<br>Gary Moore<br>Chief Governance Officer<br>and Company Secretary<br>Date of appointment: 8 January 2025<br>Contribution to the Board<br>Gill has over 25 years of executive experience in<br>the consumer technology and media sectors having<br>worked at Ofcom, Google, Channel 4 and the BBC.<br>She is a Visiting Policy Fellow at the University of<br>Oxford’s Internet Institute, focusing on global<br>developments in online and AI safety. Her board<br>experience spans FTSE 50 companies, public bodies,<br>and sport. Gill is a fellow of the Institute of Chartered<br>Accountants of England and Wales.<br>Relevant experience<br>Gill has served as a non-executive director of the<br>Financial Ombudsman Service and Camelot (operator<br>of the National Lottery). She also served as Google<br>UK’s Senior Director of Client Solutions & Analytics.<br>Prior to this, Gill worked in media at Channel 4 and<br>the BBC and supervised several big tech firms at<br>Ofcom. Gill was awarded an OBE for services to<br>women’s rugby in the King’s New Year Honours<br>list for 2026.<br>External appointments:<br>• Non-executive director and Audit Committee<br>Chair of Informa plc<br>• Non-executive director of the British<br>Olympic Association<br>• Chair of the Women’s Rugby World Cup 2025<br>• Member of the Advisory Council at<br>Frontier Economics<br>Date of appointment: 1 April 2023<br>Contribution to the Board<br>Stuart brings extensive risk management, financial<br>services and regulatory experience to the Board<br>gained during his executive career, predominantly<br>at Deutsche Bank, where he served for 10 years on<br>the Management Board as Chief Risk Officer. Stuart<br>also brings practical board-level experience, having<br>served on a number of boards and committees in<br>both executive and non-executive capacities.<br>Relevant experience<br>Stuart was previously a non-executive director of<br>the London Stock Exchange Group plc. He was also<br>previously a Member of the Foundation Board of<br>the International Financial Risk Institute and served<br>as Chair.<br>External appointments:<br>• Non-executive director of Singapore<br>Exchange Limited<br>• Member of the Board of Trustees of the Global<br>Association of Risk Professionals<br>• Visiting Professor in Practice in the Finance<br>Department, London School of Economics<br>Date of appointment: 14 February 2025<br>Contribution to the Board<br>Gary works closely with the Chair to ensure effective<br>and efficient functioning of the Board and appropriate<br>alignment and information flows between the Board<br>and its committees. He is responsible for advising<br>the Board and individual directors on all governance<br>matters, while also facilitating Board induction and<br>directors’ professional development.<br>Relevant experience<br>Gary is a qualified lawyer with significant governance,<br>legal and regulatory experience. Prior to his<br>appointment as Chief Governance Officer and<br>Company Secretary, Gary held various roles in the<br>Corporate Governance function, including Head<br>of Corporate Secretariat and Deputy Company<br>Secretary. Prior to joining NatWest, Gary was<br>a Senior Associate at Allen & Overy.<br>Former directors<br>• Mark Seligman retired from the<br>Board on 31 March 2025<br>• Frank Dangeard stepped down from<br>the Board on 23 April 2025<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 9881
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Board composition overview<br>Board and committee changes<br>2025<br>1 January<br>Geeta Gopalan joined the Group Audit Committee, Group Board Risk Committee<br>and Group Sustainable Banking Committee.<br>8 January<br>Gill Whitehead was appointed as an independent non-executive director, and joined<br>the Group Board Risk Committee and Group Sustainable Banking Committee.<br>31 March<br>Mark Seligman retired from the Board and as Senior Independent Director.<br>1 April<br>Lena Wilson assumed the role of Senior Independent Director.<br>23 April<br>Frank Dangeard stepped down as a director and as Chair of NatWest Markets Plc<br>and NatWest Markets N.V.<br>10 June<br>Patrick Flynn joined the Group Performance and Remuneration Committee.<br>3 November<br>Josh Critchley was appointed as an independent non-executive director.<br>11 December<br>Josh Critchley joined the Group Performance and Remuneration Committee.<br>2026<br>23 February<br>Albert Hitchcock will join the Board as an independent non-executive director.<br>31 March<br>Yasmin Jetha will retire from the Board, and Patrick Flynn will step down as a member of<br>the Group Performance and Remuneration Committee.<br> Albert’s appointment date will be one week later than previously announced, due to a scheduling adjustment.<br>Female Minority ethnic<br>45-55<br>Chair<br>55% 2<br>3<br>1<br>Male White<br>56-65<br>66-75<br>Executive directors<br>45% 9<br>6<br>2<br>2<br>Independent<br>non-executive<br>directors<br>Chair and non-executive directors’ tenure<br>Full Board average tenure: 3.4 years 2017 2018 2019 2020<br>2021<br>2022<br>2023<br>2024<br>2025<br>2026<br>2027<br>2028<br>2029<br>2030<br>2031<br>2032<br>2033<br>2034<br>Yasmin Jetha<br>Lena Wilson<br>Patrick Flynn<br>Roisin Donnelly<br>Stuart Lewis<br>Rick Haythornthwaite<br>Geeta Gopalan<br>Gill Whitehead<br>Josh Critchley<br> Will reach 9 years in January of the relevant year.<br>8<br>Independence<br>Sex Ethnicity<br>Age range<br>As at 31 December 2025 there were 11 directors on the Board.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 9982
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Board composition overview<br>Board and committee changes<br>2025<br>1 January<br>Geeta Gopalan joined the Group Audit Committee, Group Board Risk Committee<br>and Group Sustainable Banking Committee.<br>8 January<br>Gill Whitehead was appointed as an independent non-executive director, and joined<br>the Group Board Risk Committee and Group Sustainable Banking Committee.<br>31 March<br>Mark Seligman retired from the Board and as Senior Independent Director.<br>1 April<br>Lena Wilson assumed the role of Senior Independent Director.<br>23 April<br>Frank Dangeard stepped down as a director and as Chair of NatWest Markets Plc<br>and NatWest Markets N.V.<br>10 June<br>Patrick Flynn joined the Group Performance and Remuneration Committee.<br>3 November<br>Josh Critchley was appointed as an independent non-executive director.<br>11 December<br>Josh Critchley joined the Group Performance and Remuneration Committee.<br>2026<br>23 February<br>Albert Hitchcock will join the Board as an independent non-executive director.<br>31 March<br>Yasmin Jetha will retire from the Board, and Patrick Flynn will step down as a member of<br>the Group Performance and Remuneration Committee.<br> Albert’s appointment date will be one week later than previously announced, due to a scheduling adjustment.<br>Female Minority ethnic<br>45-55<br>Chair<br>55% 2<br>3<br>1<br>WhiteMale<br>56-65<br>66-75<br>Executive directors<br>45% 9<br>6<br>2<br>2<br>Independent<br>non-executive<br>directors<br>Chair and non-executive directors’ tenure<br>Full Board average tenure: 3.4 years 2017 2018 2019 2020<br>2021<br>2022<br>2023<br>2024<br>2025<br>2026<br>2027<br>2028<br>2029<br>2030<br>2031<br>2032<br>2033<br>2034<br>Yasmin Jetha<br>Lena Wilson<br>Patrick Flynn<br>Roisin Donnelly<br>Stuart Lewis<br>Rick Haythornthwaite<br>Geeta Gopalan<br>Gill Whitehead<br>Josh Critchley<br> Will reach 9 years in January of the relevant year.<br>8<br>Independence<br>EthnicitySex<br>Age range<br>As at 31 December 2025 there were 11 directors on the Board.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 99<br>Executive management team<br>Paul Thwaite<br>Group Chief Executive Officer<br>Robert Begbie<br>CEO, Commercial & Institutional<br>Scott Marcar<br>Group Chief Information Officer<br>Katie Murray<br>Group Chief Financial Officer<br>James Holian<br>Chief Customer & Operations<br>Officer<br>Sean Pilcher<br>Interim Group Chief Risk Officer<br>Maria Kokkinou<br>Group Chief People Officer<br>Rachel Hopcroft CBE<br>Group Chief Corporate Affairs<br>Officer<br>Solange Chamberlain<br>CEO, Retail<br>Emma Crystal<br>CEO, Private Banking & Wealth<br>Management<br>Margaret Jobling<br>Group Chief Marketing Officer<br>Will Luker<br>Group Chief Legal Officer and<br>General Counsel<br>Peter Norton<br>Group Director, Strategy,<br>Economics and Corporate<br>Development<br>Nick Curle<br>Group Chief Audit Executive<br>The executive management<br>team supports the Group<br>Chief Executive Officer (CEO)<br>in managing NatWest Group’s<br>businesses and in the<br>discharge of his regulatory<br>accountabilities.<br>The team holds regular<br>meetings, including the<br>Group Executive Committee.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10083<br>Executive management team biographies are available on the NatWest Group website<br>Further information on<br>the responsibilities of the<br>executive management team<br>can be found on page 88.
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Chair’s introduction<br>elevated to become Board-level matters.<br>By delegating routine matters to Board<br>committees, we have been able to devote<br>more time in Board meetings to strategic<br>discussions on customer-centric topics such as<br>digital assets, climate and sustainability, and<br>the innovation economy. The Board has also<br>considered how changes in the regulatory,<br>geopolitical and economic environment inform<br>our approach to resilience and relevance,<br>with a particular focus on safeguarding<br>and enhancing the customer experience<br>in a changing world.<br>2025 also brought several changes in Board<br>membership. Lena Wilson succeeded Mark<br>Seligman as Senior Independent Director<br>following Mark’s retirement at the end<br>of March.<br>The Board welcomed Josh Critchley as<br>an independent non-executive director in<br>November 2025 and I am delighted that Albert<br>Hitchcock will join the Board as an independent<br>non-executive director on 23 February 2026.<br>I would like to thank my fellow directors for<br>their valuable contribution and professionalism<br>throughout 2025. The Board’s collective<br>expertise and constructive challenge has been<br>central to our progress, and I am grateful for<br>the support and engagement shown both in<br>the boardroom and across the business.<br>I look forward to continuing our work together<br>as we support delivery of NatWest Group’s<br>strategic priorities in the year ahead.<br>Rick Haythornthwaite<br>Chair of the Board<br>12 February 2026<br>Principal areas of focus<br> • Purpose and strategy<br> • Culture<br> • Stakeholder engagement<br> • Customers<br> • Risk and controls<br> • Financial<br> • Legal, regulatory and governance<br>Dear Shareholder,<br>I am pleased to present the 2025 Corporate<br>governance report.<br>Before going any further, I’d like to pause and<br>reflect on the sad news of Frank Dangeard’s<br>passing in August. Frank was a highly valued<br>and respected director, colleague and friend to<br>many of us at NatWest, and his wise counsel<br>will be greatly missed.<br>2025 was a year of meaningful transformation<br>and progress for the Board of directors.<br>Building on the themes identified during the<br>2024 Board effectiveness review and my own<br>reflections since taking on the role of Chair, we<br>entered 2025 with a renewed commitment to<br>evolve our Board and governance operating<br>model, focused on our ambition to develop<br>further as a high-performing Board.<br>In support of a refreshed governance operating<br>model, the Board and management conducted<br>a comprehensive review of the remit of the<br>Board and its committees, to ensure each<br>forum remains focused on the most critical<br>matters. Notably, the Group Sustainable<br>Banking Committee (SBC) transitioned<br>into the Group Technology, Innovation and<br>Simplification Committee, underscoring our<br>commitment to technological advancement<br>and organisational agility, with a number of<br>SBC focus areas, such as ESG, Consumer<br>Duty, organisational development and culture<br>‘The Board remains committed<br>to supporting our customers<br>and the wider UK economy.<br>We will continue to evolve<br>our Board and governance<br>operating model to ensure<br>we are well-positioned<br>for the challenges and<br>opportunities ahead.’<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10184<br>The introduction of new performance metrics<br>has further enhanced our understanding of<br>business performance and customer outcomes.<br>During 2025, the Board held a number of<br>performance-related spotlight sessions on<br>key topics, including: deposits, mortgages,<br>customer onboarding, and customer<br>experience. These sessions were underpinned<br>by performance data and analysis, which<br>provided the Board with deeper insights into<br>progress against strategic objectives, enabled<br>more informed decision-making, and supported<br>targeted actions to drive improvements in<br>such areas. As part of our commitment<br>to deepening strategic engagement and<br>understanding the needs of our customers and<br>colleagues, the Board visited Birmingham and<br>the West Midlands in September 2025, meeting<br>with local clients, colleagues and stakeholders<br>to hear first-hand about the opportunities and<br>challenges facing the region. You can find<br>further details of the visit on page 95.<br>During 2025, the Board’s priorities have<br>included strengthening directors’ expertise,<br>enhancing strategic engagement, improving<br>Board dynamics, sharpening our focus on ESG,<br>and leveraging data and analytics to guide our<br>decisions. These priorities have shaped the<br>Board agenda and are described in more<br>detail on page 85 and reflected throughout this<br>Corporate governance report.<br>Yasmin Jetha will retire from the Board on<br>31 March 2026 having made an outstanding<br>contribution. Yasmin leaves with our very best<br>wishes for the future. See page 82 for full<br>details of Board and committee membership<br>changes in 2025/2026.
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Chair’s introduction<br>elevated to become Board-level matters.<br>By delegating routine matters to Board<br>committees, we have been able to devote<br>more time in Board meetings to strategic<br>discussions on customer-centric topics such as<br>digital assets, climate and sustainability, and<br>the innovation economy. The Board has also<br>considered how changes in the regulatory,<br>geopolitical and economic environment inform<br>our approach to resilience and relevance,<br>with a particular focus on safeguarding<br>and enhancing the customer experience<br>in a changing world.<br>The introduction of new performance metrics<br>has further enhanced our understanding of<br>business performance and customer outcomes.<br>During 2025, the Board held a number of<br>performance-related spotlight sessions on<br>key topics, including: deposits, mortgages,<br>customer onboarding, and customer<br>experience. These sessions were underpinned<br>by performance data and analysis, which<br>provided the Board with deeper insights into<br>progress against strategic objectives, enabled<br>more informed decision-making, and supported<br>targeted actions to drive improvements in<br>such areas. As part of our commitment<br>to deepening strategic engagement and<br>understanding the needs of our customers and<br>colleagues, the Board visited Birmingham and<br>the West Midlands in September 2025, meeting<br>with local clients, colleagues and stakeholders<br>to hear first-hand about the opportunities and<br>challenges facing the region. You can find<br>further details of the visit on page 112.<br>2025 also brought several changes in Board<br>membership. Lena Wilson succeeded Mark<br>Seligman as Senior Independent Director<br>following Mark’s retirement at the end<br>of March.<br>The Board welcomed Josh Critchley as<br>an independent non-executive director in<br>November 2025 and I am delighted that Albert<br>Hitchcock will join the Board as an independent<br>non-executive director on 23 February 2026.<br>Yasmin Jetha will retire from the Board on<br>31 March 2026 having made an outstanding<br>contribution. Yasmin leaves with our very best<br>wishes for the future. See page 99 for full<br>details of Board and committee membership<br>changes in 2025/2026.<br>I would like to thank my fellow directors for<br>their valuable contribution and professionalism<br>throughout 2025. The Board’s collective<br>expertise and constructive challenge has been<br>central to our progress, and I am grateful for<br>the support and engagement shown both in<br>the boardroom and across the business.<br>I look forward to continuing our work together<br>as we support delivery of NatWest Group’s<br>strategic priorities in the year ahead.<br>Rick Haythornthwaite<br>Chair of the Board<br>12 February 2026<br>Principal areas of focus<br>• Purpose and strategy<br>• Culture<br>• Stakeholder engagement<br>• Customers<br>• Risk and controls<br>• Financial<br>• Legal, regulatory and governance<br>Dear Shareholder,<br>I am pleased to present the 2025 Corporate<br>governance report.<br>Before going any further, I’d like to pause and<br>reflect on the sad news of Frank Dangeard’s<br>passing in August. Frank was a highly valued<br>and respected director, colleague and friend to<br>many of us at NatWest, and his wise counsel<br>will be greatly missed.<br>2025 was a year of meaningful transformation<br>and progress for the Board of directors.<br>Building on the themes identified during the<br>2024 Board effectiveness review and my own<br>reflections since taking on the role of Chair, we<br>entered 2025 with a renewed commitment to<br>evolve our Board and governance operating<br>model, focused on our ambition to develop<br>further as a high-performing Board.<br>During 2025, the Board’s priorities have<br>included strengthening directors’ expertise,<br>enhancing strategic engagement, improving<br>Board dynamics, sharpening our focus on ESG,<br>and leveraging data and analytics to guide our<br>decisions. These priorities have shaped the<br>Board agenda and are described in more<br>detail on page 102 and reflected throughout<br>this Corporate governance report.<br>In support of a refreshed governance operating<br>model, the Board and management conducted<br>a comprehensive review of the remit of the<br>Board and its committees, to ensure each<br>forum remains focused on the most critical<br>matters. Notably, the Group Sustainable<br>Banking Committee (SBC) transitioned<br>into the Group Technology, Innovation and<br>Simplification Committee, underscoring our<br>commitment to technological advancement<br>and organisational agility, with a number of<br>SBC focus areas, such as ESG, Consumer<br>Duty, organisational development and culture<br>‘The Board remains committed<br>to supporting our customers<br>and the wider UK economy.<br>We will continue to evolve<br>our Board and governance<br>operating model to ensure<br>we are well-positioned<br>for the challenges and<br>opportunities ahead.’<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 101<br>Governance at a glance<br>Continuing to evolve and enhance our Board and committee<br>governance in support of our sustainable strategy.<br>In February, 2025 the Board set an ambition to develop further as a high-performing<br>Board, driving innovation, ensuring robust governance and delivering sustained,<br>profitable growth.<br>The Board agreed to progress a series of actions under the themes shown below to<br>build further on the Board’s strong foundations and acknowledging the key findings of<br>the 2024 Board effectiveness review. The outcomes of our Board evolution action plan<br>are highlighted throughout this Corporate governance report and sign-posted opposite.<br>Board<br>evolution<br>in action<br>Strengthening<br>a<br>nd<br>analytics<br>ESG focus<br>Board dyna<br>mic<br>s<br>Enhancing strategic<br>Board expertise<br>L<br>e<br>ve<br>raging data<br>Sharpening<br>Improving<br>engagement<br>Strengthening Board expertise by…<br>p.103 Using our Board skills matrix to support Board composition and succession<br>planning, and new non-executive director induction.<br>p.113 Developing an enhanced approach to Board learning, including the use of<br>online tools and resources.<br>p.122 Evolving and systemising our search and recruitment process and practices<br>for new non-executive directors.<br>Enhancing strategic engagement by…<br>p.108 Re-balancing Board and committee oversight responsibilities to support the<br>Board’s strategic focus.<br>p.108 Continuing to bring a range of external perspectives into the boardroom.<br>p.137 Establishing the Group Technology, Innovation and Simplification Committee.<br>Improving Board dynamics by…<br>p.108 Fostering a culture of collaboration, constructive challenge and collegiality.<br>p.116 Considering Board culture and behaviours and how the Board sets the ‘tone<br>from the top’.<br>Sharpening ESG focus by…<br>p.36 Considering NatWest Group’s definition of sustainability, and its climate<br>ambition and targets.<br>p.106 Enhancing Board visibility and oversight of ESG matters.<br>Leveraging data and analytics by…<br>p.108 Reviewing how Board and committee agenda time is allocated.<br>p.116 Sharpening strategic focus through performance management oversight.<br>Our Board evolution action plan<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10285
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Diversity in the boardroom<br>Strengthening Board expertise<br>Board skills and experience<br>The Board recognises the value and importance of a comprehensive Board skills matrix to<br>support effective governance and strategic oversight. In December 2025, our Board skills<br>assessment was refreshed following a review of the six critical and ten general skills identified<br>in 2024 as priorities for the Board over a three to five-year period. Using the BoardOutlook<br>technology platform, all directors participated in an online process which involved both<br>self-assessment and peer calibration elements. The 2025 Board skills assessment outputs<br>confirmed the Board’s view of the collective expertise and capabilities of the Board against<br>the organisation’s strategic priorities and governance needs, as reflected in the Board skills<br>matrix below. The detailed data and analysis offered through the Board skills assessment<br>has underpinned Board composition and succession planning, as well as supporting NED<br>induction and professional development.<br>Board and executive management diversity disclosures<br>UK Listing Rule (UKLR) 6.6.6R (10)<br>Table for reporting on gender identity or sex<br>Number of<br>Board<br>members<br>% of the<br>Board<br>Number of<br>senior positions<br>on the Board<br>Number in<br>executive<br>management<br>% of executive<br>management<br>Men 5 45 2 8 57<br>Women 6 55 2 6 43<br>Other categories 0 0 0 0 0<br>Not specified/prefer not to say 0 0 0 0 0<br>Table for reporting on ethnic background<br>Number of<br>Board<br>members<br>% of the<br>Board<br>Number of<br>senior positions<br>on the Board<br>Number in<br>executive<br>management<br>% of executive<br>management<br>White British or other White<br>(including minority-White groups) 9 82 4 10 71<br>Mixed/Multiple ethnic groups 0 0 0 0 0<br>Asian/Asian British 2 18 0 0 0<br>Black/African/Caribbean/Black British 0 0 0 0 0<br>Other ethnic group 0 0 0 0 0<br>Not specified/prefer not to say 0 0 0 4 29<br>UK Listing Rule (UKLR) 6.6.6R (9)<br>Compliance<br>The company has met the targets on board diversity set out below as at 31 December 2025.<br>UK Listing Rules requirement Outcome Group’s position at 31 December 2025<br>At least 40% of Board directors are women Target met 55% of Board directors were women<br>At least one senior Board position held by<br>a woman<br>Target met The positions of CFO and Senior<br>Independent Director are held by women<br>At least one Board director from a minority<br>ethnic background<br>Target met Two Board directors are from a minority<br>ethnic background<br>Footnotes (these apply to both the UKLR 6.6.6R (9) and (10) tables above, unless otherwise stated).<br>(1) All data as at 31 December 2025 (the reference date).<br>(2) Data was collected via self-reporting methods – for Board directors this was via email and for members of the executive management<br>team it was collected via our HR system Workday.<br>(3) The Group CEO and Group CFO are members of both the Board and executive management and so are counted in both groups (UKLR<br>6.6.6R (10) table only).<br>(4) Senior Board position is CEO, CFO, Chair or Senior Independent Director.<br>For further information on our inclusion initiatives, see page 62.<br>Critical skills<br>Banking and financial services Customer and partner<br>Risk management Consumer digital<br>Strategy, innovation and disruption Enterprise digital<br>General skills<br>Corporate governance Major change and transformation<br>Regulatory engagement Talent and leadership<br>Accounting and financial reporting Remuneration<br>Mergers, acquisitions and divestments Sustainability<br>CEO experience Marketing, brand and communications<br>Dark squares represent expert or advanced levels of skills or experience.<br>Board skills matrix 2025<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10386<br>Our boardroom inclusion policy aims to promote diversity and inclusion in our Board and committee<br>composition via targets which aspire to meet those set out in the UK Listing Rules, the FTSE Women Leaders<br>Review and the Parker Review. A copy of the policy is available on the NatWest Group website.<br>Details of the broader experience our directors contribute to the Board can be found in their biographies<br>on pages 79 to 81 and further information on the Board skills matrix is provided in the N&G report on<br>page 106.
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Diversity in the boardroom<br>Strengthening Board expertise<br>Board skills and experience<br>The Board recognises the value and importance of a comprehensive Board skills matrix to<br>support effective governance and strategic oversight. In December 2025, our Board skills<br>assessment was refreshed following a review of the six critical and ten general skills identified<br>in 2024 as priorities for the Board over a three to five-year period. Using the BoardOutlook<br>technology platform, all directors participated in an online process which involved both<br>self-assessment and peer calibration elements. The 2025 Board skills assessment outputs<br>confirmed the Board’s view of the collective expertise and capabilities of the Board against<br>the organisation’s strategic priorities and governance needs, as reflected in the Board skills<br>matrix below. The detailed data and analysis offered through the Board skills assessment<br>has underpinned Board composition and succession planning, as well as supporting NED<br>induction and professional development.<br>Details of the broader experience our directors contribute to the Board can be found in their biographies<br>on pages 96 to 98 and further information on the Board skills matrix is provided in the N&G report on<br>page 122.<br>Board and executive management diversity disclosures<br>UK Listing Rule (UKLR) 6.6.6R (10)<br>Table for reporting on gender identity or sex<br>Number of<br>Board<br>members<br>% of the<br>Board<br>Number of<br>senior positions<br>on the Board<br>Number in<br>executive<br>management<br>% of executive<br>management<br>Men 5 45 2 8 57<br>Women 6 55 2 6 43<br>Other categories 0 0 0 0 0<br>Not specified/prefer not to say 0 0 0 0 0<br>Table for reporting on ethnic background<br>Number of<br>Board<br>members<br>% of the<br>Board<br>Number of<br>senior positions<br>on the Board<br>Number in<br>executive<br>management<br>% of executive<br>management<br>White British or other White<br>(including minority-White groups) 9 82 4 10 71<br>Mixed/Multiple ethnic groups 0 0 0 0 0<br>Asian/Asian British 2 18 0 0 0<br>Black/African/Caribbean/Black British 0 0 0 0 0<br>Other ethnic group 0 0 0 0 0<br>Not specified/prefer not to say 0 0 0 4 29<br>UK Listing Rule (UKLR) 6.6.6R (9)<br>Compliance<br>The company has met the targets on board diversity set out below as at 31 December 2025.<br>UK Listing Rules requirement Outcome Group’s position at 31 December 2025<br>At least 40% of Board directors are women Target met 55% of Board directors were women<br>At least one senior Board position held by<br>a woman<br>Target met The positions of CFO and Senior<br>Independent Director are held by women<br>At least one Board director from a minority<br>ethnic background<br>Target met Two Board directors are from a minority<br>ethnic background<br>Footnotes (these apply to both the UKLR 6.6.6R (9) and (10) tables above, unless otherwise stated).<br>(1) All data as at 31 December 2025 (the reference date).<br>(2) Data was collected via self-reporting methods – for Board directors this was via email and for members of the executive management<br>team it was collected via our HR system Workday.<br>(3) The Group CEO and Group CFO are members of both the Board and executive management and so are counted in both groups (UKLR<br>6.6.6R (10) table only).<br>(4) Senior Board position is CEO, CFO, Chair or Senior Independent Director.<br>Our boardroom inclusion policy aims to promote diversity and inclusion in our Board and committee<br>composition via targets which aspire to meet those set out in the UK Listing Rules, the FTSE Women Leaders<br>Review and the Parker Review. A copy of the policy is available at natwestgroup.com.<br>For further information on our inclusion initiatives, see page 62.<br>Critical skills<br>Banking and financial services Customer and partner<br>Risk management Consumer digital<br>Strategy, innovation and disruption Enterprise digital<br>General skills<br>Corporate governance Major change and transformation<br>Regulatory engagement Talent and leadership<br>Accounting and financial reporting Remuneration<br>Mergers, acquisitions and divestments Sustainability<br>CEO experience Marketing, brand and communications<br>Dark squares represent expert or advanced levels of skills or experience.<br>Board skills matrix 2025<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 103<br>UK Corporate Governance Code 2024<br>All directors are committed to observing high<br>standards of corporate governance, business<br>integrity and professionalism. Throughout<br>2025, NatWest Group plc applied the Principles<br>and complied with the Provisions of the 2024<br>UK Corporate Governance Code (the Code or<br>UKGC Code) with the exception of Provision<br>29, which is effective from 1 January 2026.<br>The company continued to comply with<br>Provision 29 of the 2018 UK Corporate<br>Governance Code during 2025.<br>There was one short-term exception to the<br>company’s compliance with Provision 32 that<br>‘the board should establish a remuneration<br>committee of independent non-executive<br>directors with a minimum membership of<br>three.’ For a period of c.7 weeks in 2025,<br>the Group Performance and Remuneration<br>Committee (RemCo) had two independent<br>non-executive directors as members, after<br>Frank Dangeard stepped down from the Board<br>on 23 April at short notice. Patrick Flynn joined<br>RemCo on 10 June 2025 and Josh Critchley<br>subsequently joined on 11 December 2025.<br>Mr Flynn will step down as a member of<br>RemCo on 31 March 2026.<br>Applying the Code Principles<br>The UK Listing Rules require companies to<br>make a statement of how they have applied<br>the Code’s Principles, in a manner that would<br>enable shareholders to evaluate how the<br>Principles have been applied. The boxes<br>opposite are aligned to the five sections of<br>the Code and include cross-references to<br>relevant parts of this report where additional<br>information can be found on our approach.<br>Section 1 – Board leadership<br>and company purpose<br> • Our strategy (page 15)<br> • Our business model (page 12)<br> • Principal areas of Board focus in 2025<br>Section 2 – Division of<br>responsibilities<br>Section 3 – Composition,<br>succession and evaluation<br>Section 5 – Remuneration<br>Section 4 – Audit, risk and<br>internal control<br>The following sections are<br>of particular relevance:<br>The Board regularly assesses the<br>company’s emerging and principal risks<br>in a variety of ways including through<br>review of the Group Risk Report and<br>dedicated training<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10487<br>Information on how the company has<br>applied the Principles and complied with<br>the Provisions set out in this section of<br>the Code can be found throughout<br>the Annual Report on Form 20-F. (pages 92 to 95)<br>• Board oversight of purpose, strategy<br>and culture (page 99)<br>• How the Board engaged with<br>stakeholders (including our Colleague<br>Advisory Panel) (pages 100 to 101)<br>• Our governance framework (role<br>and responsibilities of the Board and<br>Board committees) (page 88)<br>• Division of responsibilities (page 90)<br>• Subsidiary governance and<br>ring-fencing (page 97)<br>• Board and committee membership<br>and attendance (page 91 and<br>relevant Board committee reports)<br>• Board policies and processes,<br>including external appointments<br>and time commitment (page 98)<br>• Directors’ biographies and committee<br>memberships (pages 78 to 81)<br>• Board composition overview as at<br>31 December 2025 (sex, ethnicity,<br>age range, independence, tenure)<br>(page 86)<br>• Board and Board committee changes<br>in 2025 and 2026 (page 82)<br>• Board skills and experience, including<br>the Board skills matrix (page 86)<br>• Group Nominations and<br>Governance Committee report<br>(Board appointments, Board<br>composition and succession planning,<br>executive succession) (page 105)<br>• 2025 Board effectiveness review<br>(pages 102 to 104)<br>• Board and executive management<br>diversity disclosures and our<br>Boardroom inclusion policy (page 86)<br>• Group Audit Committee report<br>(page 108)<br>• Compliance report (page 152)<br>• Group Board Risk Committee report<br>(page 116)<br>• Directors’ remuneration report<br>(page 123) (Group Performance and<br>Remuneration Committee activity and<br>decisions during 2025; remuneration<br>policy for executive directors; wider<br>workforce remuneration)<br>For further information on our approach towards Principle O of the Code, and preparations for Provision 29 of<br>the 2024 Code becoming effective, see page 113.<br>The information referred to on this page supports our statement of compliance on page 152.<br>Details of the company’s principal risks,<br>procedures in place to identify top and<br>emerging risks, and how these are<br>managed or mitigated, can be found<br>on pages 72 to 77 (Risk overview) of<br>and Capital Management) of the<br>Annual Report on Form 20-F.<br>this exhibit and pages 29 to 145 (Risk
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• Is collectively responsible for promoting the long-term success of the company, driving shareholder value and NatWest Group’s contribution to<br>wider society.<br> • Establishes NatWest Group’s strategy and leads the development of its culture.<br> • Provides leadership of the company within a framework of prudent and effective controls, which enables risk to be assessed and managed.<br> • Sets the strategic aims of the company and its subsidiaries, ensures that the necessary resources are in place for NatWest Group to meet<br>its objectives.<br> • Is responsible for the allocation and raising of capital, and reviews business and financial performance.<br> • Ensures that the company’s obligations to its shareholders and other key stakeholders are understood and met.<br>Our governance framework<br>Group Audit<br>Committee (GAC)<br>Assists the Board<br>in discharging its<br>responsibilities<br>in relation to the<br>disclosure of NatWest<br>Group’s financial and<br>non-financial reporting.<br>Reviews accounting<br>and financial reporting<br>and regulatory<br>compliance and<br>NatWest Group’s<br>system of internal<br>controls.<br>Monitors the processes<br>for internal audit,<br>risk management,<br>external audit and<br>whistleblowing.<br>Group Board Risk<br>Committee (BRC)<br>Provides oversight and<br>advice to the Board on<br>current and potential<br>future risk exposures of<br>NatWest Group; future<br>risk profile; and the<br>approval and<br>effectiveness of the<br>enterprise-wide risk<br>management<br>framework.<br>Reviews NatWest<br>Group’s performance<br>relative to risk appetite;<br>the effectiveness<br>of internal controls<br>required to manage<br>risk; and all material<br>risk exposures.<br>Group Nominations<br>and Governance<br>Committee (N&G)<br>Assists the Board in<br>the appointment of<br>directors and with<br>Board committee<br>composition.<br>Reviews the structure,<br>size and composition<br>of the Board and<br>approves appointments<br>to the boards of<br>principal and material<br>regulated subsidiaries.<br>Monitors NatWest<br>Group’s governance<br>arrangements.<br>Considers succession<br>planning for the<br>Board and senior<br>management.<br>Group Performance<br>and Remuneration<br>Committee<br>(RemCo)<br>Responsible for<br>the overview of<br>NatWest Group’s<br>remuneration policy<br>and the directors’<br>remuneration policy,<br>ensuring that<br>arrangements are<br>designed to promote<br>the long-term success<br>of NatWest Group.<br>Approves pay and<br>performance outcomes<br>for executive directors<br>and senior members<br>of management.<br>Approves the<br>annual Group-wide<br>bonus pool.<br>Group Technology,<br>Innovation and<br>Simplification<br>Committee (TISC)<br>Responsible for<br>supporting the Board<br>in overseeing NatWest<br>Group’s use of<br>technology, data and<br>innovation to support<br>delivery of its strategic<br>ambitions.<br>Oversees NatWest<br>Group’s progress on<br>technological enablers<br>of simplification<br>initiatives to ensure<br>delivery and increase<br>competitive advantage.<br>To assist in providing effective oversight and leadership, the Board has established the following committees:<br>NatWest Group plc Board Executive governance<br>The Group Executive Committee (ExCo)<br>supports the CEO in discharging his<br>responsibilities in managing NatWest<br>Group’s business day to day.<br>Board committee connectivity<br>Having non-executive directors on multiple<br>Board committees supports effective<br>governance by strengthening coordination<br>and alignment on shared areas of focus,<br>particularly in relation to audit, risk and<br>remuneration matters.<br>Board committee members also work together<br>to enhance their knowledge and understanding<br>of the business through business visits and<br>teach-ins. In 2025 these included joint GAC<br>and BRC visits to the Risk, Internal Audit<br>and Finance functions.<br>Further information<br> • The Board terms of reference include a<br>formal schedule of matters specifically<br>reserved for the Board’s decision.<br> • Internal reviews confirmed the Board and<br>its committees had fulfilled their remits<br>as set out in their terms of reference<br>during 2025.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10588<br>• Board and Board committee terms of<br>reference are available on the NatWest<br>Group website and are reviewed at least<br>annually.<br>For further information on individual roles and<br>responsibilities, see page 83.<br>For further information on the evolution of the<br>Group Sustainable Banking Committee (SBC)<br>into the Group Technology, Innovation and<br>Simplification Committee in 2025, see page<br>Committee report 120.<br>on page 105.<br>Committee report<br>on page 107.<br>Committee report<br>on page 114.<br>Committee report<br>on page 120.<br>Committee report<br>on page 123.
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• Is collectively responsible for promoting the long-term success of the company, driving shareholder value and NatWest Group’s contribution to<br>wider society.<br> • Establishes NatWest Group’s strategy and leads the development of its culture.<br> • Provides leadership of the company within a framework of prudent and effective controls, which enables risk to be assessed and managed.<br> • Sets the strategic aims of the company and its subsidiaries, ensures that the necessary resources are in place for NatWest Group to meet<br>its objectives.<br> • Is responsible for the allocation and raising of capital, and reviews business and financial performance.<br> • Ensures that the company’s obligations to its shareholders and other key stakeholders are understood and met.<br>Our governance framework<br>Group Audit<br>Committee (GAC)<br>Assists the Board<br>in discharging its<br>responsibilities<br>in relation to the<br>disclosure of NatWest<br>Group’s financial and<br>non-financial reporting.<br>Reviews accounting<br>and financial reporting<br>and regulatory<br>compliance and<br>NatWest Group’s<br>system of internal<br>controls.<br>Monitors the processes<br>for internal audit,<br>risk management,<br>external audit and<br>whistleblowing.<br>Group Board Risk<br>Committee (BRC)<br>Provides oversight and<br>advice to the Board on<br>current and potential<br>future risk exposures of<br>NatWest Group; future<br>risk profile; and the<br>approval and<br>effectiveness of the<br>enterprise-wide risk<br>management<br>framework.<br>Reviews NatWest<br>Group’s performance<br>relative to risk appetite;<br>the effectiveness<br>of internal controls<br>required to manage<br>risk; and all material<br>risk exposures.<br>Group Nominations<br>and Governance<br>Committee (N&G)<br>Assists the Board in<br>the appointment of<br>directors and with<br>Board committee<br>composition.<br>Reviews the structure,<br>size and composition<br>of the Board and<br>approves appointments<br>to the boards of<br>principal and material<br>regulated subsidiaries.<br>Monitors NatWest<br>Group’s governance<br>arrangements.<br>Considers succession<br>planning for the<br>Board and senior<br>management.<br>Group Performance<br>and Remuneration<br>Committee<br>(RemCo)<br>Responsible for<br>the overview of<br>NatWest Group’s<br>remuneration policy<br>and the directors’<br>remuneration policy,<br>ensuring that<br>arrangements are<br>designed to promote<br>the long-term success<br>of NatWest Group.<br>Approves pay and<br>performance outcomes<br>for executive directors<br>and senior members<br>of management.<br>Approves the<br>annual Group-wide<br>bonus pool.<br>Group Technology,<br>Innovation and<br>Simplification<br>Committee (TISC)<br>Responsible for<br>supporting the Board<br>in overseeing NatWest<br>Group’s use of<br>technology, data and<br>innovation to support<br>delivery of its strategic<br>ambitions.<br>Oversees NatWest<br>Group’s progress on<br>technological enablers<br>of simplification<br>initiatives to ensure<br>delivery and increase<br>competitive advantage.<br>To assist in providing effective oversight and leadership, the Board has established the following committees:<br>NatWest Group plc Board Executive governance<br>The Group Executive Committee (ExCo)<br>supports the CEO in discharging his<br>responsibilities in managing NatWest<br>Group’s business day to day.<br>For further information on individual roles and<br>responsibilities, see page 107.<br>Board committee connectivity<br>Having non-executive directors on multiple<br>Board committees supports effective<br>governance by strengthening coordination<br>and alignment on shared areas of focus,<br>particularly in relation to audit, risk and<br>remuneration matters.<br>Board committee members also work together<br>to enhance their knowledge and understanding<br>of the business through business visits and<br>teach-ins. In 2025 these included joint GAC<br>and BRC visits to the Risk, Internal Audit<br>and Finance functions.<br>Further information<br> • Board and Board committee terms of<br>reference are available at natwestgroup.com<br>and are reviewed at least annually.<br> • The Board terms of reference include a<br>formal schedule of matters specifically<br>reserved for the Board’s decision.<br> • Internal reviews confirmed the Board and<br>its committees had fulfilled their remits<br>as set out in their terms of reference<br>during 2025.<br>For further information on the evolution of the<br>Group Sustainable Banking Committee (SBC)<br>into the Group Technology, Innovation and<br>Simplification Committee in 2025, see page 137.<br>Committee report<br>on page 124.<br>Committee report<br>on page 131.<br>Committee report<br>on page 122.<br>Committee report<br>on page 140.<br>Committee report<br>on page 137.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 105<br>Climate governance<br>Sharpening ESG focus<br>The governance structure for climate-related activities is<br>embedded across the organisation. We continue to monitor the<br>effectiveness of these arrangements to ensure that the risks and<br>opportunities for the bank and our stakeholders are considered.<br>The NatWest Group plc Board, Board committees, executive fora,<br>cross-bank working groups and day-to-day decision-making all<br>have a role to play in the delivery of this integrated governance<br>approach. A complete list of climate-related topics considered by<br>the Group Board and committees is shown in the timeline.<br>Executive governance<br>The Group CEO holds Joint Senior Manager<br>Function accountability for identifying and<br>managing financial risks from climate change,<br>together with the Group Chief Risk Officer<br>(Group CRO). The Executive team has<br>delegated responsibility from the Group CEO<br>for identifying and managing financial risks<br>and opportunities from climate change and<br>the execution of the transition plan. This is<br>primarily delegated to the Chief Financial<br>Officer (Group CFO), Group Chief Information<br>Officer (Group CIO), Chief Customer &<br>Operations Officer, Group Director, Strategic,<br>Economics & Corporate Development and<br>the business CEOs.<br>The Group Executive Committee supports<br>the Group CEO in managing NatWest Group’s<br>businesses and operates under individual<br>accountability. ExCo has primary oversight<br>responsibility at Group level for implementation<br>of the climate transition plan and climate-related ambitions, targets and commitments.<br>Additional Executive level committees operate<br>under individual accountability to support<br>relevant Executive Management Team<br>members in discharging their individual<br>accountabilities. These committees provide<br>a forum for debate and challenge of the key<br>issues set out in their Terms of Reference.<br>These include the Group Executive Risk<br>Committee which reviews and challenges all<br>material risk exposures including operational,<br>reputation and climate risk; the Group<br>Executive Disclosure Committee which<br>reviews all material financial and non-financial<br>disclosures, including climate disclosures; the<br>Group Reputational Risk Committee which<br>considers the reputational impact of climate<br>change actions and the Environmental & Social<br>Risk Framework; and segment and function<br>leadership teams which manage delivery<br>against allocated carbon budgets and<br>associated targets.<br>Board and Board committee responsibilities<br>Group Board<br>(For further information<br>on the Board’s oversight<br>of climate matters, refer<br>to the s.172 statement<br>on pages 36-37)<br>Responsible for promoting the long-term sustainable<br>success of NatWest Group, sets strategic aims,<br>monitors and oversees the risks and opportunities<br>presented by the transition including strategic climate<br>targets. It also oversees actions being taken and<br>progress against our climate ambition and climate<br>transition plan.<br>From June 2025, the Board was also responsible for<br>overseeing actions being taken to run the bank as a<br>sustainable business.<br>GAC Considers financial and non-financial disclosures and<br>receives assurance regarding the robustness of<br>controls supporting these disclosures.<br>BRC Considers current and potential future climate<br>risk exposures.<br>RemCo Oversees the link between climate strategy<br>and remuneration.<br>SBC Up to June 2025, SBC oversaw actions being taken to<br>run the bank as a sustainable business and progress<br>against our climate ambition, when this activity<br>transitioned to the Board.<br>Management information presented to every Board Risk Committee meeting (climate &<br>nature risk) and to Board (climate opportunities and progress) as part of scheduled updates<br>Areas of Board and committee focus Board Audit Committee<br>Board Risk<br>Committee<br>Performance &<br>Remuneration Committee<br>Nominations &<br>Governance Committee<br>Risk<br>Opportunities<br>Progress against transition plan<br>Disclosures<br>Education<br>Skills<br>February<br>Budget approved<br>including carbon<br>budget allocations<br>and resources.<br>Board<br>June<br>ESG – external environment<br>and Group position. Board<br>October<br>Approval of Climate<br>ambitions. Board<br>Climate spotlight. Board<br>Climate Ambitions and<br>Targets Update. Board<br>February 2026<br>March<br>Spotlight on Climate &<br>Environmental Progress. SBC<br>Understanding, predicting and<br>responding to the changing<br>ESG Landscape. Board<br>July<br>Spotlight on climate<br>and nature risk. BRC<br>December<br>Approval of risk appetite in respect of climate and nature<br>risk. Approval of climate and nature risk strategy and risk<br>policy. Board approval of sector-level climate targets BRC<br>& Board<br>Skills Matrix review, including consideration of necessary<br>Climate and nature skills and experience. N&G & Board<br>Agreement of executive director climate target for the<br>2026 Performance Share Plan. RemCo<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10689<br>Discussion and approval of the<br>Annual Report & Accounts.<br>GAC & Board
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Division of responsibilities<br>Chair and CEO The role of Chair is distinct and separate from that of the CEO and there is a clear division of responsibilities, with the Chair leading the Board and the CEO managing<br>the business day to day.<br>Senior Independent<br>Director (SID)<br>During 2025, Mark Seligman held the role of SID until 31 March 2025 and from 1 April 2025 Lena Wilson assumed the role. Mark and Lena acted as a sounding board<br>for the Chair, and as an intermediary for other directors when necessary. They were available to shareholders to discuss any concerns that could not be resolved<br>through standard communication with the Chair, CEO or other members of executive management. Ms Wilson also led the non-executive directors’ year-end review<br>of the Chair’s performance, together with Francesca Barnes the Senior Independent Director of the ring-fenced bank.<br>Chief Governance<br>Officer and<br>Company Secretary<br>Jan Cargill held the role of Chief Governance Officer and Company Secretary until 14 February 2025, when Gary Moore assumed the role.<br>The Chief Governance Officer and Company Secretary works closely with the Chair to ensure effective and efficient functioning of the Board and appropriate alignment<br>and information flows between the Board, its committees and management.<br>The Chief Governance Officer and Company Secretary is responsible for advising the Board and individual directors on all governance matters, and also facilitates<br>Board induction and directors’ professional development.<br>Non-executive<br>directors<br>Along with the Chair and executive directors, the non-executive directors are responsible for ensuring the Board fulfils its responsibilities under its terms of reference.<br>The non-executive directors combine broad business and commercial experience with independent and objective judgement. They provide constructive challenge,<br>strategic guidance, and specialist advice to the executive directors and the executive management team and hold management to account.<br>The balance between non-executive and executive directors enables the Board to provide clear and effective leadership across NatWest Group’s business activities<br>and ensures no one individual or small group of individuals dominates the Board’s decision-making.<br>Executive<br>management<br>The executive management team supports the Group Chief Executive Officer (CEO) in managing NatWest Group’s businesses.<br>Decisions at all executive level committees including the Group Executive Committee are made under individual accountability where decision-making authority lies with<br>an individual (who usually chairs committee meetings) and committee members support the relevant individual in discharging their accountabilities.<br>These committees provide a forum for debate and challenge of the key issues set out in their terms of reference. The role of members is to provide input, support and/<br>or challenge to the decision-maker, including on whether to recommend matters to Board committees and the Board. The Group Executive Committee considers the<br>delivery of strategy, financials, risk, and customer, colleague and operational issues affecting NatWest Group, as well as monitoring the implementation of cultural change.<br>The executive management team also holds regular executive succession planning, talent and team effectiveness sessions. Members of the executive management<br>team also have individual accountabilities for their respective areas of responsibility and have committees to support them in discharging these accountabilities.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10790<br>Details of the key responsibilities of the Chair, CEO, Senior Independent Director and non-executive directors are available on the NatWest Group website<br>As at the date of publication of this report the Board has 11 directors, comprising the Chair, two executive directors and eight<br>independent non-executive directors, one of whom is the Senior Independent Director. Director biographies and details of the<br>Board committees of which they are members can be found on pages 79 to 91.<br>The performance of the non-executive directors is evaluated annually as part of the Board effectiveness review and further details of the 2025 process and outcomes<br>can be found on pages 102 to 104.<br>The executive management team is detailed on page 83 and biographies are available on the NatWest Group website
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Division of responsibilities<br>As at the date of publication of this report the Board has 11 directors, comprising the Chair, two executive directors and eight<br>independent non-executive directors, one of whom is the Senior Independent Director. Director biographies and details of the<br>Board committees of which they are members can be found on pages 96 to 98.<br>Chair and CEO The role of Chair is distinct and separate from that of the CEO and there is a clear division of responsibilities, with the Chair leading the Board and the CEO managing<br>the business day to day.<br>Senior Independent<br>Director (SID)<br>During 2025, Mark Seligman held the role of SID until 31 March 2025 and from 1 April 2025 Lena Wilson assumed the role. Mark and Lena acted as a sounding board<br>for the Chair, and as an intermediary for other directors when necessary. They were available to shareholders to discuss any concerns that could not be resolved<br>through standard communication with the Chair, CEO or other members of executive management. Ms Wilson also led the non-executive directors’ year-end review<br>of the Chair’s performance, together with Francesca Barnes the Senior Independent Director of the ring-fenced bank.<br>Chief Governance<br>Officer and<br>Company Secretary<br>Jan Cargill held the role of Chief Governance Officer and Company Secretary until 14 February 2025, when Gary Moore assumed the role.<br>The Chief Governance Officer and Company Secretary works closely with the Chair to ensure effective and efficient functioning of the Board and appropriate alignment<br>and information flows between the Board, its committees and management.<br>The Chief Governance Officer and Company Secretary is responsible for advising the Board and individual directors on all governance matters, and also facilitates<br>Board induction and directors’ professional development.<br>Non-executive<br>directors<br>Along with the Chair and executive directors, the non-executive directors are responsible for ensuring the Board fulfils its responsibilities under its terms of reference.<br>The non-executive directors combine broad business and commercial experience with independent and objective judgement. They provide constructive challenge,<br>strategic guidance, and specialist advice to the executive directors and the executive management team and hold management to account.<br>The balance between non-executive and executive directors enables the Board to provide clear and effective leadership across NatWest Group’s business activities<br>and ensures no one individual or small group of individuals dominates the Board’s decision-making.<br>The performance of the non-executive directors is evaluated annually as part of the Board effectiveness review and further details of the 2025 process and outcomes<br>can be found on pages 119 to 121.<br>Executive<br>management<br>The executive management team supports the Group Chief Executive Officer (CEO) in managing NatWest Group’s businesses.<br>Decisions at all executive level committees including the Group Executive Committee are made under individual accountability where decision-making authority lies with<br>an individual (who usually chairs committee meetings) and committee members support the relevant individual in discharging their accountabilities.<br>These committees provide a forum for debate and challenge of the key issues set out in their terms of reference. The role of members is to provide input, support and/<br>or challenge to the decision-maker, including on whether to recommend matters to Board committees and the Board. The Group Executive Committee considers the<br>delivery of strategy, financials, risk, and customer, colleague and operational issues affecting NatWest Group, as well as monitoring the implementation of cultural change.<br>The executive management team also holds regular executive succession planning, talent and team effectiveness sessions. Members of the executive management<br>team also have individual accountabilities for their respective areas of responsibility and have committees to support them in discharging these accountabilities.<br>Details of the key responsibilities of the Chair, CEO, Senior Independent Director and non-executive directors are available at natwestgroup.com.<br>The executive management team is detailed on page 100 and biographies are available at natwestgroup.com.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 107<br>How the Board operated in 2025<br>Enhancing strategic engagement; Improving Board dynamics;. Sharpening ESG focus; Leveraging data and analytics<br>Board and committee meetings<br>There were eight scheduled meetings of the<br>Board during 2025. Additional ad hoc meetings<br>of the Board and some of its committees were<br>held throughout the year to receive updates<br>and deal with time-critical matters. There was<br>one additional Board meeting held in 2025,<br>compared to five in 2024. There were also two<br>strategy sessions with executive management<br>in 2025. Details of ad hoc Board committee<br>meetings in 2025 are contained in the relevant<br>committee reports.<br>The Chair and non-executive directors met<br>without the executive directors present at the<br>end of each Board meeting. Led by the Senior<br>Independent Director, the non-executive<br>directors met in December without the Chair<br>present to review the Chair’s performance.<br>When directors are unable to attend meetings<br>convened at short notice, for example owing to<br>existing commitments, they receive the papers<br>and have the opportunity to provide any<br>feedback in advance.<br>At each scheduled Board meeting the directors<br>received reports from the Chair, Board<br>committee Chairs, Group CEO, Group CFO,<br>Group Chief Risk Officer and other members<br>of the executive management team,<br>as appropriate. The CEOs of our Retail<br>Banking, Private Banking & Wealth<br>Management and Commercial & Institutional<br>businesses provided updates on progress<br>against strategy. In addition to our business<br>CEOs, a number of other senior executives<br>attended Board meetings throughout the year<br>to present reports to the Board. This provided<br>the Board with an opportunity to engage<br>directly with management on key issues and<br>supported succession planning. The Board also<br>welcomed external presenters and advisers to<br>Board meetings, which provided useful insights<br>and perspectives.<br>Board evolution action plan –<br>refreshing our governance<br>operating model<br> • A comprehensive review of Board and<br>committee oversight responsibilities,<br>led by the Board and which resulted<br>in a re-balancing of those oversight<br>responsibilities to support the Board’s<br>Board members and attendance in 2025<br>Director<br>Scheduled Board<br>meetings attended<br>Rick Haythornthwaite 8 of 8<br>Paul Thwaite 8 of 8<br>Katie Murray 8 of 8<br>Lena Wilson 8 of 8<br>Frank Dangeard(1) 0 of 2<br>Josh Critchley(2) 1 of 1<br>Roisin Donnelly 8 of 8<br>Patrick Flynn 8 of 8<br>Geeta Gopalan 8 of 8<br>Yasmin Jetha 8 of 8<br>Stuart Lewis 8 of 8<br>Gill Whitehead 8 of 8<br>(1) Mr Dangeard was unable to attend two scheduled meetings<br>owing to illness, and stepped down from the Board with effect<br>from 23 April 2025.<br>(2) Mr Critchley joined the Board on 3 November 2025.<br>In addition to the eight scheduled meetings held, there was one<br>ad-hoc meeting. All directors eligible to attend this meeting were<br>present, except for Ms Donnelly who was unable to attend due to<br>a prior commitment.<br>strategic focus. This review identified<br>opportunities to redirect oversight of<br>operational, compliance, and regulatory<br>matters to relevant Board committees,<br>ensuring a greater degree of rigour in<br>these areas. The changes were designed<br>to create time and capacity at Board level<br>to strengthen focus on strategic priorities,<br>including ESG, Consumer Duty, and<br>organisational development and culture.<br> • A governance simplification review<br>undertaken at Board committee level<br>which resulted in additional steps being<br>taken to rationalise Board committee<br>oversight responsibilities where appropriate.<br> • A detailed analysis of Board and Board<br>committee time allocation during 2024,<br>which provided additional data and insights<br>into how Board and Board committee<br>agenda and discussion time had previously<br>been spent and which informed 2025<br>actions and forward planning.<br> • Continuing to bring a range of external<br>perspectives into the boardroom aligned to<br>the Board’s areas of strategic focus, through<br>dedicated guest dinner sessions and<br>strategic agenda items at Board meetings.<br> • Supporting a culture of collaboration and<br>collegiality through the introduction of NED<br>only breakfast meetings, regular Chair<br>and NED 1:1s and Board dinners, which<br>offered an opportunity for more informal<br>conversations. In addition, the March Board<br>dinner discussion focused on the ‘tone from<br>the top’ culture and behaviours the Board<br>wished to demonstrate to management<br>and the wider organisation.<br> • Sharpening the Board’s strategic focus<br>on performance management oversight<br>through the use of a performance<br>dashboard, which includes Key Performance<br>Indicators (KPIs) and Key Results (KRs).<br> • Refreshing our approach to forward agenda<br>planning to reflect and embed the Board<br>evolution themes, including a detailed<br>three-month look ahead planner (prepared<br>on a rolling basis) and a longer term<br>eighteen-month high level agenda planner.<br>As part of the 2025 Board effectiveness<br>review, directors were invited to share<br>their feedback on the Board evolution actions<br>taken during 2025. Directors observed that<br>the Board had made meaningful progress in<br>strengthening governance and strategic focus<br>with reference to the re-balancing of Board<br>and Board committee agendas, streamlining<br>meetings and establishing the new Group<br>Technology, Innovation and Simplification<br>Committee in particular. Opportunities were<br>noted to continue supporting team cohesion<br>and structured Board learning.<br>Board committee and attendance information can be found in the relevant Board committee<br>reports. During 2025, the Group Chair attended all Group Nominations and Governance<br>Committee meetings as Chair, and all other Board committee meetings as an observer.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10891<br>Our Board evolution action plan, as described<br>on page 91, led to a range of enhancements<br>to the way our Board and Board committees<br>operated in 2025. These included:<br>For further information on the 2025 Board<br>effectiveness review, see pages 102 to<br>104.
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Theme Principal areas of focus Outcomes<br>Purpose and<br>strategy<br>Having approved the refreshed strategy and purpose in 2024, the Board’s focus in 2025 was on oversight<br>of management’s execution of the strategy and embedding the purpose across NatWest Group. Sentiment<br>towards NatWest Group’s purpose was measured via our 2025 colleague survey, Our View, the results of<br>which were considered by the Board in June and December.<br>Throughout 2025, the Board held a series of dedicated sessions to consider key elements of the strategy,<br>revisiting important topics such as the evolving ESG landscape, sustainability and our climate ambition and<br>targets, and developments in digital assets. The Board also undertook further work on Private Banking & Wealth<br>Management strategy, the regional strategy in India, regulatory priorities and inorganic growth opportunities.<br>The Board confirmed its support for the proposed Private<br>Banking & Wealth Management strategy, noting alignment<br>with the previously agreed wider NatWest Group strategy.<br>Culture To support the new performance culture, a core behaviours framework was proposed by management and<br>considered by the Board in February 2025.<br>The Board considered the evolution of the performance culture and operating system, drawing on extensive<br>colleague consultations and leadership workshops. The Board approved a framework focused on empowering<br>colleagues with clear accountability around customer-centred outcomes and shared team objectives, with an<br>operating model emphasising collaboration, capability building and effective prioritisation, whilst fostering<br>behaviours that support adaptability, continuous improvement and enhanced customer focus.<br>The Board approved the new core behaviours framework.<br>Stakeholder<br>engagement<br>The Board confirmed its key stakeholders for the year in February 2025, and undertook engagement with them<br>throughout the year.<br>The agreed stakeholders were: investors, customers, colleagues, communities, regulators and suppliers, and<br>engagement ranged from roundtable discussions to visits and participation in events. The Board participated in a dedicated strategic partner<br>session with two of NatWest Group’s principal technology<br>and transformation partners, receiving external insight on<br>industry trends and leading practice in data, digital and AI<br>enabled banking.<br>The Board held investor roundtable discussions with major<br>institutional shareholders. Directors discussed NatWest<br>Group’s financial performance, strategic priorities, capital<br>distribution and ESG matters, gaining valuable feedback<br>on market expectations and perspectives to inform<br>Board decision-making.<br>Principal areas of Board focus in 2025<br>Strengthening Board expertise; Enhancing strategic engagement; Improving Board dynamics; Sharpening ESG focus; Leveraging data and analytics<br>Enhancing strategic<br>engagement<br>Leveraging data<br>and analytics<br>Improving Board<br>dynamics<br>Strengthening<br>Board expertise<br>Sharpening<br>ESG focus<br>Link to Board evolution actions<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 10992<br>Further information on Board oversight of purpose and strategy can<br>be found on page 99.<br>Further information on Board oversight of culture can be found on<br>page 99.<br>Further details on the Board’s engagement with stakeholders are<br>available on pages 100 to 101, and the section 172(1) statement<br>on pages 36 to 37 describes how stakeholders were considered in<br>relation to principal decisions.<br>The Board’s visit to Birmingham in September 2025 provided<br>a range of opportunities to meet with stakeholders and<br>understand their views. For further information, see page 95.
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Theme Principal areas of focus Outcomes<br>Purpose and<br>strategy<br>Having approved the refreshed strategy and purpose in 2024, the Board’s focus in 2025 was on oversight<br>of management’s execution of the strategy and embedding the purpose across NatWest Group. Sentiment<br>towards NatWest Group’s purpose was measured via our 2025 colleague survey, Our View, the results of<br>which were considered by the Board in June and December.<br>Throughout 2025, the Board held a series of dedicated sessions to consider key elements of the strategy,<br>revisiting important topics such as the evolving ESG landscape, sustainability and our climate ambition and<br>targets, and developments in digital assets. The Board also undertook further work on Private Banking & Wealth<br>Management strategy, the regional strategy in India, regulatory priorities and inorganic growth opportunities.<br>The Board confirmed its support for the proposed Private<br>Banking & Wealth Management strategy, noting alignment<br>with the previously agreed wider NatWest Group strategy.<br>Further information on Board oversight of purpose and strategy can<br>be found on page 116.<br>Culture To support the new performance culture, a core behaviours framework was proposed by management and<br>considered by the Board in February 2025.<br>The Board considered the evolution of the performance culture and operating system, drawing on extensive<br>colleague consultations and leadership workshops. The Board approved a framework focused on empowering<br>colleagues with clear accountability around customer-centred outcomes and shared team objectives, with an<br>operating model emphasising collaboration, capability building and effective prioritisation, whilst fostering<br>behaviours that support adaptability, continuous improvement and enhanced customer focus.<br>The Board approved the new core behaviours framework.<br>Further information on Board oversight of culture can be found on<br>page 116.<br>Stakeholder<br>engagement<br>The Board confirmed its key stakeholders for the year in February 2025, and undertook engagement with them<br>throughout the year.<br>The agreed stakeholders were: investors, customers, colleagues, communities, regulators and suppliers, and<br>engagement ranged from roundtable discussions to visits and participation in events.<br>The Board’s visit to Birmingham in September 2025 provided<br>a range of opportunities to meet with stakeholders and<br>understand their views. For further information, see page 112.<br>The Board participated in a dedicated strategic partner<br>session with two of NatWest Group’s principal technology<br>and transformation partners, receiving external insight on<br>industry trends and leading practice in data, digital and AI<br>enabled banking.<br>The Board held investor roundtable discussions with major<br>institutional shareholders. Directors discussed NatWest<br>Group’s financial performance, strategic priorities, capital<br>distribution and ESG matters, gaining valuable feedback<br>on market expectations and perspectives to inform<br>Board decision-making.<br>Further details on the Board’s engagement with stakeholders are<br>available on pages 117 to 118, and the section 172(1) statement on<br>pages 36 to 37 describes how stakeholders were considered in<br>relation to principal decisions.<br>Principal areas of Board focus in 2025<br>Strengthening Board expertise; Enhancing strategic engagement; Improving Board dynamics; Sharpening ESG focus; Leveraging data and analytics<br>Enhancing strategic<br>engagement<br>Leveraging data<br>and analytics<br>Improving Board<br>dynamics<br>Strengthening<br>Board expertise<br>Sharpening<br>ESG focus<br>Link to Board evolution actions<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 109<br>Enhancing strategic<br>engagement<br>Leveraging data<br>and analytics<br>Improving Board<br>dynamics<br>Strengthening<br>Board expertise<br>Sharpening<br>ESG focus<br>Link to Board evolution actions<br>Theme Principal areas of focus Outcomes<br>Customers The Board maintained a strong emphasis on delivering good outcomes for customers while ensuring robust<br>oversight of performance management.<br>Regular performance management spotlights covered a wide range of topics, including customer experience,<br>the onboarding process, mortgage markets and cross-franchise deposits. These were complemented by<br>business updates, including Private Banking & Wealth Management and Corporate & Institutional Banking,<br>which provided deeper insight into business performance and customer propositions in those areas.<br>In December, the Board received a detailed update on the migration of Sainsbury’s Bank customers to NatWest<br>Group, which represented a significant milestone for the Retail Banking business. The Board reviewed customer<br>experience metrics from the migration and discussed lessons learned to inform future integration activity and<br>ongoing customer engagement.<br>The Board also had an opportunity to meet customers during the regional visit to Birmingham and directors<br>heard first hand how colleagues support customers via call listening exercises.<br>The focus on performance management spotlights and<br>business-led strategic reviews throughout the year ensured<br>customer outcomes remained central to Board deliberations<br>and deepened its understanding of customer priorities<br>and behaviours.<br>The Board approved the Consumer Duty ‘point in time<br>submission’ prior to regulatory submission.<br>Risk and controls The Group Risk Report was presented at each Board meeting.<br>The Board undertook a fire drill exercise in relation to Operational Resilience, Recovery and Resolution in<br>March 2025. This was an opportunity to deepen understanding of the processes that would be followed<br>and implemented during an operational resilience scenario that could progress to recovery and<br>subsequently resolution.<br>The Board considered the external geopolitical environment in June 2025, seeking to understand how<br>changes in the macro-economy might impact the bank and its customers in both the short and longer term.<br>Following widely publicised cyberattacks impacting other companies during 2025, the Board received a<br>management update on root cause analysis and the robust internal mitigations and ongoing scenario<br>testing in place to manage the potential impact of such attacks on NatWest Group’s infrastructure.<br>The Board gained first-hand experience of the key areas<br>of consideration it would be required to undertake in a<br>live recovery and resolution scenario. During a wash up<br>discussion, learnings were identified to ensure management<br>and directors were best placed to tackle future fire drills or<br>live situations.<br>The Board approved the Operational Resilience Self-Assessment.<br>The Board approved the enterprise-wide risk management<br>framework and approved the annual refresh of risk appetite.<br>The Board received appropriate assurances as to the bank’s<br>cybersecurity framework and that of its strategic partners.<br>Financial Reports from the Group Chief Financial Officer were presented at each Board meeting.<br>In October, the Board undertook a focused review of NatWest Group’s CET1 capital target, considering<br>regulatory changes, peer benchmarks, and stakeholder feedback. Directors discussed the rationale for revising<br>the target, ensuring robust capital buffers and supporting shareholder value, with further engagement planned<br>ahead of finalising external guidance.<br>The Board approved the 2026 Budget, interim and full year<br>dividends, and quarterly and full year results disclosures and<br>associated documents.<br>Principal areas of Board focus in 2025 continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11093<br>Further information on Board engagement with customers can be<br>found on page 100.<br>In addition to quarterly financial results, the Board reviewed the NatWest Group plc 2024 Annual Report<br>on Form 20-F and associated documents. Business performance metrics, including Risk Weight Assets<br>management, were regularly considered, and the 2026 Budget was reviewed following scenario analysis.
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Principal areas of Board focus in 2025 continued<br>Theme Principal areas of focus Outcomes<br>Legal, regulatory<br>and governance<br>The Board considered a range of legal, regulatory and governance matters in 2025, which were both routine<br>and ad hoc in nature.<br>The Board considered Board composition and succession plans, the 2025 Board skills matrix and new director<br>appointments, following recommendations from the Group Nominations and Governance Committee.<br>Under the Board evolution action plan, the Board considered opportunities to refresh the Board and committee<br>governance operating model to ensure the appropriate allocation of responsibilities and create time for the<br>Board to focus on strategic items.<br>The Board also reviewed and approved key governance documents relating to non-executive directors’<br>independence, NatWest Group’s corporate governance policy and updated guidance associated with directors’<br>gifts and hospitality, travel and accommodation.<br>Consideration was given to directors’ external appointments and proposed changes to the structure and<br>membership of the executive management team during the year.<br>The outputs of the FCA’s firmwide evaluation (FEL) and the PRA’s periodic summary meeting (PSM) were<br>presented to the Board in April and July respectively.<br>The Board considered and approved the evolution of the Group Sustainable Banking Committee (SBC) into the<br>Group Technology, Innovation & Simplification Committee (TISC), strengthening Board oversight and challenge<br>on NatWest Group’s use of technology, data and innovation to support strategic ambitions, market agility and<br>customer engagement. As part of this transition, responsibilities for sustainability and ESG matters were<br>reallocated to the Board to ensure continued focus on these priorities.<br>The Board also reviewed the NatWest Group plc 2024 Statement of Modern Slavery and Human Trafficking,<br>reaffirming NatWest Group’s commitment to ethical business practices and transparency in the supply chain.<br>The statement sets out the actions taken during the relevant year to identify, mitigate and address modern<br>slavery and human trafficking, and demonstrates NatWest Group’s ongoing efforts to uphold the highest<br>standards of responsibility across its operations.<br>The Board approved the 2025 Board skills matrix and<br>the appointment of Josh Critchley as an independent<br>non-executive director.<br>The Board approved certain delegations and updates<br>to its terms of reference and those of its committees, to<br>ensure appropriate governance parameters were in place<br>following implementation of changes to the governance<br>operating model.<br>The Board approved external appointments for Ms Gopalan,<br>Mr Haythornthwaite and Ms Whitehead during the year.<br>The points raised in the regulatory letters were noted and<br>progressed by management and tracked by the Board and<br>its committees.<br>The Board approved the Group Technology, Innovation &<br>Simplification Committee Terms of Reference.<br>The Board approved the NatWest Group plc 2024 Statement<br>of Modern Slavery and Human Trafficking.<br>Regular reports<br>(provided to every scheduled meeting unless otherwise stated)<br> • Reports by the Group Chair and CEO<br> • Board committee Chair updates<br> • Strategic business spotlights<br> • Performance management updates<br> • Group Risk Report<br> • Consumer Duty Board Champion updates (bi-annual)<br> • Colleague Advisory Panel reports (bi-annual)<br>Enhancing strategic<br>engagement<br>Leveraging data<br>and analytics<br>Improving Board<br>dynamics<br>Strengthening<br>Board expertise<br>Sharpening<br>ESG focus<br>Link to Board evolution actions<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11194<br>Further details of changes made to the governance operating model<br>can be found on page 91.
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Principal areas of Board focus in 2025 continued<br>Theme Principal areas of focus Outcomes<br>Legal, regulatory<br>and governance<br>The Board considered a range of legal, regulatory and governance matters in 2025, which were both routine<br>and ad hoc in nature.<br>The Board considered Board composition and succession plans, the 2025 Board skills matrix and new director<br>appointments, following recommendations from the Group Nominations and Governance Committee.<br>Under the Board evolution action plan, the Board considered opportunities to refresh the Board and committee<br>governance operating model to ensure the appropriate allocation of responsibilities and create time for the<br>Board to focus on strategic items.<br>The Board also reviewed and approved key governance documents relating to non-executive directors’<br>independence, NatWest Group’s corporate governance policy and updated guidance associated with directors’<br>gifts and hospitality, travel and accommodation.<br>Consideration was given to directors’ external appointments and proposed changes to the structure and<br>membership of the executive management team during the year.<br>The outputs of the FCA’s firmwide evaluation (FEL) and the PRA’s periodic summary meeting (PSM) were<br>presented to the Board in April and July respectively.<br>The Board considered and approved the evolution of the Group Sustainable Banking Committee (SBC) into the<br>Group Technology, Innovation & Simplification Committee (TISC), strengthening Board oversight and challenge<br>on NatWest Group’s use of technology, data and innovation to support strategic ambitions, market agility and<br>customer engagement. As part of this transition, responsibilities for sustainability and ESG matters were<br>reallocated to the Board to ensure continued focus on these priorities.<br>The Board also reviewed the NatWest Group plc 2024 Statement of Modern Slavery and Human Trafficking,<br>reaffirming NatWest Group’s commitment to ethical business practices and transparency in the supply chain.<br>The statement sets out the actions taken during the relevant year to identify, mitigate and address modern<br>slavery and human trafficking, and demonstrates NatWest Group’s ongoing efforts to uphold the highest<br>standards of responsibility across its operations.<br>The Board approved the 2025 Board skills matrix and<br>the appointment of Josh Critchley as an independent<br>non-executive director.<br>The Board approved certain delegations and updates<br>to its terms of reference and those of its committees, to<br>ensure appropriate governance parameters were in place<br>following implementation of changes to the governance<br>operating model.<br>Further details of changes made to the governance operating model<br>can be found on page 108.<br>The Board approved external appointments for Ms Gopalan,<br>Mr Haythornthwaite and Ms Whitehead during the year.<br>The points raised in the regulatory letters were noted and<br>progressed by management and tracked by the Board and<br>its committees.<br>The Board approved the Group Technology, Innovation &<br>Simplification Committee Terms of Reference.<br>The Board approved the NatWest Group plc 2024 Statement<br>of Modern Slavery and Human Trafficking.<br>Regular reports<br>(provided to every scheduled meeting unless otherwise stated)<br>• Reports by the Group Chair and CEO<br>• Board committee Chair updates<br>• Strategic business spotlights<br>• Performance management updates<br>• Group Risk Report<br>• Consumer Duty Board Champion updates (bi-annual)<br>• Colleague Advisory Panel reports (bi-annual)<br>Enhancing strategic<br>engagement<br>Leveraging data<br>and analytics<br>Improving Board<br>dynamics<br>Strengthening<br>Board expertise<br>Sharpening<br>ESG focus<br>Link to Board evolution actions<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 111<br>Principal areas of Board focus in 2025 continued<br>Spotlight<br>Board visit to Birmingham<br>Enhancing strategic engagement. Sharpening ESG focus.<br>An important element of the Board’s<br>ongoing development is the regional visits<br>undertaken each year. In September,<br>directors visited Birmingham and the<br>West Midlands, where they met clients,<br>colleagues and local stakeholders.<br>Through direct conversations with commercial customers,<br>the Board gained valuable insights into their banking<br>relationships, the challenges and opportunities presented<br>by the macroeconomic environment, and how the bank<br>can best support them in future. These perspectives inform<br>broader strategic discussions and help ensure the Board<br>maintains a strong customer focus.<br>The visit included a tour of a local branch to observe how<br>retail customers are served and to hear from colleagues<br>about their experiences.<br>The Board met a diverse group of colleagues during the visit,<br>including graduates, apprentices, and teams from Retail<br>Banking, C&I, and Digital X. These conversations provided<br>valuable two-way dialogue, enabling the Board to deepen its<br>understanding of the issues that matter most to colleagues.<br>A reverse pitch at one of our accelerator hubs, and a lunch<br>with a selection of local stakeholders, highlighted NatWest’s<br>impact on the community, including support for new and<br>established businesses and engagement with civic groups<br>promoting regional growth.<br>The Board also explored digital innovations across the bank,<br>recognising the importance of leveraging new technologies,<br>including AI, to enhance service for both colleagues<br>and customers.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11295
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Enhancing directors’ skills and knowledge<br>Strengthening Board expertise<br>Spotlight<br>New NED<br>induction<br>Each new non-executive director<br>receives a formal induction on joining<br>the Board, which is coordinated by the<br>Chief Governance Officer and Company<br>Secretary and tailored to suit the<br>requirements of the individual concerned.<br>This includes meetings with directors<br>and senior management, and visits<br>to NatWest Group’s major business<br>and functions. Meetings with external<br>auditors, legal counsel and other<br>stakeholders are also arranged as<br>appropriate. New NEDs also receive<br>a copy of our non-executive director<br>handbook which contains information<br>on our corporate structure, governance<br>framework and Board policies<br>and processes.<br>The enhanced approach to Board<br>skills assessment we adopted in 2024<br>has enabled us to identify targeted<br>focus areas for new NEDs’ induction<br>programmes following preparation of a<br>‘heat map’ drawing upon the individual’s<br>self assessment of their skills, aligned to<br>our pre-agreed skills criteria.<br>The Chief Governance Officer and Company Secretary supports director training and professional development by curating<br>an annual schedule of training sessions and deep dives into areas of interest and relevance. As envisaged by the 2025 Board<br>evolution action plan, this annual schedule was supplemented by a suite of online learning resources and optional reading<br>materials made available through a dedicated Teams channel for directors, which was refreshed periodically throughout<br>the year. During 2025 directors had the opportunity to enhance their skills and knowledge on a range of relevant topics,<br>as set out below:<br>Topic Considerations<br>Operational<br>Resilience,<br>Recovery and<br>Resolution<br>The Board took part in a comprehensive operational resilience ‘fire drill’ exercise, simulating a severe<br>disruption scenario. Directors worked through the escalation from operational incident to recovery and<br>resolution, considering regulatory expectations, impact tolerances, and the practical challenges of crisis<br>management. The session enhanced the Board’s understanding of its role in resilience and informed<br>future crisis preparedness.<br>Digital assets During the year, the Board received a series of updates and education sessions on digital assets,<br>including a teach-in from an external expert. Directors explored the evolving landscape of stablecoins,<br>tokenised deposits, and central bank digital currencies, as well as the differing regulatory approaches<br>internationally. The Board also considered opportunities and risks for NatWest Group, the importance<br>of industry collaboration and partnerships, and the need to build foundational capabilities to respond<br>to future developments in digital assets.<br>Climate The Board’s annual climate training spotlight featured external perspectives on UK energy policy and<br>clean power initiatives. Directors discussed the evolving policy landscape, challenges and opportunities<br>in supporting the UK’s transition to net zero. Directors also considered how NatWest Group can enable<br>customer decarbonisation through financing and advisory support and the importance of embedding<br>sustainability at the core of NatWest Group’s strategy and operations.<br>Financial crime The Board participated in tailored training on the dynamic financial crime landscape and shifting<br>regulatory expectations, including the introduction of the ‘Failure to Prevent Fraud’ offence. The training<br>explored NatWest Group’s risk appetite, control frameworks, and recent enforcement trends, while<br>underscoring the Board’s critical role in setting the tone from the top, maintaining robust oversight,<br>and championing a culture of integrity. Directors were also encouraged to advocate for cross-sector<br>collaboration and public-private partnerships to strengthen our defences against financial crime.<br>Client Assets<br>(CASS)<br>Directors reviewed online training materials aimed at supporting a positive bank-wide CASS culture.<br>The training, which was also offered to colleagues across NatWest Group, aimed to support a culture<br>focused on protecting client assets and managing the risks associated with handling client assets.<br>As well as supporting compliance with regulatory obligations, the training also sought to enable<br>effective identification and management of CASS issues and risks by increasing knowledge and<br>awareness of CASS at all levels of the organisation.<br>Models The Board received training on regulatory expectations for model risk management under PRA SS1/23.<br>The session covered NatWest Group’s approach to governance, risk appetite, and oversight of material<br>models, including credit and operational risk models, reinforcing directors’ responsibilities in relation to<br>challenge and informed decision-making.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11396<br>Further information on our Board skills<br>assessment process can be found on<br>page 86.
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Enhancing directors’ skills and knowledge<br>Strengthening Board expertise<br>Spotlight<br>New NED<br>induction<br>Each new non-executive director<br>receives a formal induction on joining<br>the Board, which is coordinated by the<br>Chief Governance Officer and Company<br>Secretary and tailored to suit the<br>requirements of the individual concerned.<br>This includes meetings with directors<br>and senior management, and visits<br>to NatWest Group’s major business<br>and functions. Meetings with external<br>auditors, legal counsel and other<br>stakeholders are also arranged as<br>appropriate. New NEDs also receive<br>a copy of our non-executive director<br>handbook which contains information<br>on our corporate structure, governance<br>framework and Board policies<br>and processes.<br>The enhanced approach to Board<br>skills assessment we adopted in 2024<br>has enabled us to identify targeted<br>focus areas for new NEDs’ induction<br>programmes following preparation of a<br>‘heat map’ drawing upon the individual’s<br>self assessment of their skills, aligned to<br>our pre-agreed skills criteria.<br>Further information on our Board skills<br>assessment process can be found on<br>page 103.<br>The Chief Governance Officer and Company Secretary supports director training and professional development by curating<br>an annual schedule of training sessions and deep dives into areas of interest and relevance. As envisaged by the 2025 Board<br>evolution action plan, this annual schedule was supplemented by a suite of online learning resources and optional reading<br>materials made available through a dedicated Teams channel for directors, which was refreshed periodically throughout<br>the year. During 2025 directors had the opportunity to enhance their skills and knowledge on a range of relevant topics,<br>as set out below:<br>Topic Considerations<br>Operational<br>Resilience,<br>Recovery and<br>Resolution<br>The Board took part in a comprehensive operational resilience ‘fire drill’ exercise, simulating a severe<br>disruption scenario. Directors worked through the escalation from operational incident to recovery and<br>resolution, considering regulatory expectations, impact tolerances, and the practical challenges of crisis<br>management. The session enhanced the Board’s understanding of its role in resilience and informed<br>future crisis preparedness.<br>Digital assets During the year, the Board received a series of updates and education sessions on digital assets,<br>including a teach-in from an external expert. Directors explored the evolving landscape of stablecoins,<br>tokenised deposits, and central bank digital currencies, as well as the differing regulatory approaches<br>internationally. The Board also considered opportunities and risks for NatWest Group, the importance<br>of industry collaboration and partnerships, and the need to build foundational capabilities to respond<br>to future developments in digital assets.<br>Climate The Board’s annual climate training spotlight featured external perspectives on UK energy policy and<br>clean power initiatives. Directors discussed the evolving policy landscape, challenges and opportunities<br>in supporting the UK’s transition to net zero. Directors also considered how NatWest Group can enable<br>customer decarbonisation through financing and advisory support and the importance of embedding<br>sustainability at the core of NatWest Group’s strategy and operations.<br>Financial crime The Board participated in tailored training on the dynamic financial crime landscape and shifting<br>regulatory expectations, including the introduction of the ‘Failure to Prevent Fraud’ offence. The training<br>explored NatWest Group’s risk appetite, control frameworks, and recent enforcement trends, while<br>underscoring the Board’s critical role in setting the tone from the top, maintaining robust oversight,<br>and championing a culture of integrity. Directors were also encouraged to advocate for cross-sector<br>collaboration and public-private partnerships to strengthen our defences against financial crime.<br>Client Assets<br>(CASS)<br>Directors reviewed online training materials aimed at supporting a positive bank-wide CASS culture.<br>The training, which was also offered to colleagues across NatWest Group, aimed to support a culture<br>focused on protecting client assets and managing the risks associated with handling client assets.<br>As well as supporting compliance with regulatory obligations, the training also sought to enable<br>effective identification and management of CASS issues and risks by increasing knowledge and<br>awareness of CASS at all levels of the organisation.<br>Models The Board received training on regulatory expectations for model risk management under PRA SS1/23.<br>The session covered NatWest Group’s approach to governance, risk appetite, and oversight of material<br>models, including credit and operational risk models, reinforcing directors’ responsibilities in relation to<br>challenge and informed decision-making.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 113<br>Subsidiary governance and ring-fencing<br>Subsidiary governance and ring-fencing<br>NatWest Group plc is a listed company with equity listed on the London<br>and New York stock exchanges. NatWest Holdings Limited (NWH Ltd)<br>is the holding company for our ring-fenced operations, which include<br>our Retail Banking and Private Banking & Wealth Management<br>segments and certain aspects of our Commercial & Institutional<br>business. A common board structure is operated such that the<br>directors of NWH Ltd are also directors of The Royal Bank of Scotland<br>plc (RBS plc) and National Westminster Bank Plc (NWB Plc). Known<br>collectively as the NWH Sub Group, the boards of these three entities<br>meet concurrently.<br>An integral part of NatWest Group’s governance arrangements is<br>the appointment of three double independent non-executive directors<br>(DINEDs) to the Boards, and Board committees, of the NWH Sub<br>Group. They are Francesca Barnes, Karin Cook and Mark Rennison.<br>Francesca Barnes assumed the role of Senior Independent Director<br>of the NWH Sub Group Boards on 1 March 2025, succeeding Ian<br>Cormack, who subsequently stepped down from the NWH Sub Group<br>Boards on 4 May 2025. Karin Cook joined the NWH Sub Group Boards<br>as an independent non-executive director on 5 May 2025.<br>The DINEDs are independent in two respects: (i) independent of<br>management as non-executives; and (ii) independent of the rest of<br>NatWest Group by virtue of their NWH Sub Group-only directorships.<br>They attend NatWest Group plc Board and relevant Board committee<br>meetings as observers. Our DINEDs play a critical role in NatWest<br>Group’s ring-fencing governance structure and are responsible for<br>exercising appropriate oversight of the independence and effectiveness<br>of the NWH Sub Group’s governance arrangements, including the<br>ability of each Board to take decisions independently.<br>The DINEDs also have an enhanced role in managing any material<br>conflicts which may arise between the interests of the NWH Sub Group<br>and other members of NatWest Group.<br>Principal subsidiaries of NatWest Group include Coutts & Co, NatWest<br>Markets Plc and The Royal Bank of Scotland International Limited.<br>Matters from the subsidiaries are principally escalated through the<br>management reporting line and regular engagement between directors<br>of NatWest Group plc and the subsidiaries.<br>Francesca Barnes<br>(NWH Sub Group)<br>Senior Independent Director<br>and Double independent<br>non-executive director<br>Date of appointment: 1 May 2018<br>Francesca has a wealth of banking<br>and private equity experience gained<br>through an extensive executive<br>career which included roles with<br>Chase Manhattan Bank and UBS<br>Investment Bank. She also previously<br>served on the Board of Coutts & Co.<br>Francesca is currently a non-executive director of HarbourVest<br>Private Equity Limited and of Capvis<br>Private Equity and a member of<br>the Advisory Board of Abundance<br>Investment Limited.<br>Mark Rennison<br>(NWH Sub Group)<br>Double independent<br>non-executive director<br>Karin Cook<br>(NWH Sub Group)<br>Double independent<br>non-executive director<br>Date of appointment: 1 September 2023<br>Mark has extensive retail banking and<br>financial services expertise, alongside<br>broad experience at board and<br>committee level. As a Chartered<br>Accountant and with 12 years’<br>experience on the Board of<br>Nationwide as CFO, Mark brings a<br>blend of technical knowledge and a<br>deep understanding of the financial<br>services sector. From 2020 to 2023,<br>he was an independent non-executive<br>director of TSB and Chair of the Audit<br>Committee from 2021 to 2023.<br>Mark was appointed as an<br>independent non-executive director<br>of Coutts & Co on 27 October 2025.<br>He is also Senior Independent<br>Director, and Risk and Capital<br>Committee Chair, of The Royal<br>London Mutual Insurance<br>Society Limited.<br>Date of appointment: 5 May 2025<br>Karin has a broad mix of financial<br>services experience, including retail,<br>commercial and investment banking<br>as well as financial advice, wealth<br>management and insurance. With<br>35 years’ experience in banking and<br>wealth management, Karin was Chief<br>Operating Officer of Quilter plc, an<br>integrated wealth management<br>company from 2019 until 2024.<br>Previously, she was Director of<br>Operations for Lloyds Banking Group,<br>and spent her earlier career in various<br>operational roles at HSBC, Morgan<br>Stanley and Goldman Sachs.<br>Karin is currently a non-executive<br>director of Phoenix Group Holdings<br>plc and Chair of its subsidiary,<br>SunLife Limited.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11497<br>Further information on subsidiary governance can be found in the N&G report on pages 105 to 106.
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Key Board policies and processes<br>External appointments<br>and time commitment<br>In accordance with the Code, non-executive<br>directors are expected to allocate sufficient<br>time to the company to discharge their<br>responsibilities effectively and to devote such<br>time as is necessary to fulfil their role. Our<br>executive directors do not hold more than<br>one non-executive directorship in a FTSE 100<br>company or other significant appointment.<br>The Code emphasises the importance of<br>ensuring directors have sufficient time to<br>meet their board responsibilities. Before<br>any appointment, significant commitments<br>are disclosed with an indication of the time<br>involved. After appointment to the Board,<br>any new external appointments require prior<br>approval. Time commitment is also considered<br>during non-executive directors’ year-end<br>review meetings with the Chair, in the context<br>of directors’ performance and contribution to<br>the Board.<br>Board papers relating to new director<br>appointments or proposed additional external<br>appointments for existing directors include<br>details of the individual’s full portfolio and<br>anticipated time commitment for the external<br>role(s) under consideration. They also include<br>a reminder of applicable limits on the number<br>of directorships which may be held, and<br>relevant proxy adviser and investor guidance.<br>The Board also considers whether it is<br>appropriate for executive directors to retain<br>any remuneration from any new external<br>roles, depending on the appointment.<br>Details of all directors’ conflicts of interest are<br>recorded in a register which is maintained by<br>the Chief Governance Officer and Company<br>Secretary and reviewed annually by the Board.<br>Independence<br>Non-executive director independence and<br>individual directors’ continuing contribution<br>to the company are considered by the Board,<br>with support from the Group Nominations<br>and Governance Committee at least annually,<br>and when new non-executive directors are<br>appointed. The Board considers that the Chair,<br>Rick Haythornthwaite, was independent on<br>appointment and that all current non-executive<br>directors are independent, for the purposes of<br>the Code.<br>Information<br>All directors receive accurate, timely and clear<br>information on all relevant matters and have<br>access to the advice and services of the Chief<br>Governance Officer and Company Secretary.<br>External advice is provided to the Board as<br>required. In addition, all directors are able, if<br>necessary, to obtain independent professional<br>advice at the company’s expense.<br>During 2025, the Board approved the<br>appointment of Mr Critchley to the Board<br>and additional appointments taken on<br>by Ms Gopalan, Mr Haythornthwaite and<br>Ms Whitehead were also approved. In each<br>case, the Board noted there would be no<br>material impact on the time commitment<br>required for their respective NatWest Group<br>roles and authorised any situational conflicts<br>of interest which had been notified,<br>under the process described below.<br>Conflicts of interest<br>Our directors’ conflicts of interest policy<br>ensures that directors understand their<br>fiduciary duties in respect of conflicts of interest<br>and sets out the procedures for the effective<br>identification, management and disclosure<br>of actual or potential conflicts of interest.<br>It also sets out the process for authorising<br>certain conflicts.<br>Directors are required to notify the Board<br>of any situational or transactional conflict of<br>interest and to update the Board with any<br>changes to the facts and circumstances<br>surrounding such conflicts.<br>Situational conflicts can be authorised by<br>the Board in accordance with the Companies<br>Act 2006 and the company’s Articles of<br>Association. The Board considers each<br>request for authorisation on a case-by-case<br>basis and has the power to impose conditions<br>or limitations on any authorisation granted as<br>part of the process.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11598<br>Details of current external appointments<br>can be found on pages 79 to 81 and on<br>the NatWest Group website<br>As part of the 2025 Board effectiveness<br>review, directors provided feedback and<br>suggested ways to improve Board and<br>committee papers further. Further details<br>on the review findings and proposed actions<br>to be taken on this topic can be found on<br>pages 102 to 104.
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Key Board policies and processes<br>External appointments<br>and time commitment<br>In accordance with the Code, non-executive<br>directors are expected to allocate sufficient<br>time to the company to discharge their<br>responsibilities effectively and to devote such<br>time as is necessary to fulfil their role. Our<br>executive directors do not hold more than<br>one non-executive directorship in a FTSE 100<br>company or other significant appointment.<br>The Code emphasises the importance of<br>ensuring directors have sufficient time to<br>meet their board responsibilities. Before<br>any appointment, significant commitments<br>are disclosed with an indication of the time<br>involved. After appointment to the Board,<br>any new external appointments require prior<br>approval. Time commitment is also considered<br>during non-executive directors’ year-end<br>review meetings with the Chair, in the context<br>of directors’ performance and contribution to<br>the Board.<br>Board papers relating to new director<br>appointments or proposed additional external<br>appointments for existing directors include<br>details of the individual’s full portfolio and<br>anticipated time commitment for the external<br>role(s) under consideration. They also include<br>a reminder of applicable limits on the number<br>of directorships which may be held, and<br>relevant proxy adviser and investor guidance.<br>The Board also considers whether it is<br>appropriate for executive directors to retain<br>any remuneration from any new external<br>roles, depending on the appointment.<br>Details of all directors’ conflicts of interest are<br>recorded in a register which is maintained by<br>the Chief Governance Officer and Company<br>Secretary and reviewed annually by the Board.<br>Independence<br>Non-executive director independence and<br>individual directors’ continuing contribution<br>to the company are considered by the Board,<br>with support from the Group Nominations<br>and Governance Committee at least annually,<br>and when new non-executive directors are<br>appointed. The Board considers that the Chair,<br>Rick Haythornthwaite, was independent on<br>appointment and that all current non-executive<br>directors are independent, for the purposes of<br>the Code.<br>Information<br>All directors receive accurate, timely and clear<br>information on all relevant matters and have<br>access to the advice and services of the Chief<br>Governance Officer and Company Secretary.<br>As part of the 2025 Board effectiveness<br>review, directors provided feedback and<br>suggested ways to improve Board and<br>committee papers further. Further details<br>on the review findings and proposed actions<br>to be taken on this topic can be found on<br>pages 119 to 121.<br>External advice is provided to the Board as<br>required. In addition, all directors are able, if<br>necessary, to obtain independent professional<br>advice at the company’s expense.<br>During 2025, the Board approved the<br>appointment of Mr Critchley to the Board<br>and additional appointments taken on<br>by Ms Gopalan, Mr Haythornthwaite and<br>Ms Whitehead were also approved. In each<br>case, the Board noted there would be no<br>material impact on the time commitment<br>required for their respective NatWest Group<br>roles and authorised any situational conflicts<br>of interest which had been notified,<br>under the process described below.<br>Details of current external appointments<br>can be found on pages 96 to 98 and at<br>natwestgroup.com.<br>Conflicts of interest<br>Our directors’ conflicts of interest policy<br>ensures that directors understand their<br>fiduciary duties in respect of conflicts of interest<br>and sets out the procedures for the effective<br>identification, management and disclosure<br>of actual or potential conflicts of interest.<br>It also sets out the process for authorising<br>certain conflicts.<br>Directors are required to notify the Board<br>of any situational or transactional conflict of<br>interest and to update the Board with any<br>changes to the facts and circumstances<br>surrounding such conflicts.<br>Situational conflicts can be authorised by<br>the Board in accordance with the Companies<br>Act 2006 and the company’s Articles of<br>Association. The Board considers each<br>request for authorisation on a case-by-case<br>basis and has the power to impose conditions<br>or limitations on any authorisation granted as<br>part of the process.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 115<br>Board oversight of purpose, strategy and culture<br>Enhancing strategic engagement; Leveraging data and analytics<br>The Board is responsible for establishing<br>NatWest Group’s purpose. In September 2024<br>the Board approved NatWest Group’s purpose<br>statement – ‘The bank that turns possibilities<br>into progress’.<br>The Board also sets NatWest Group’s<br>strategic direction and oversees the execution<br>of its strategy. Following a series of dedicated<br>strategy sessions in 2024, the Board formally<br>approved the strategy in February 2025,<br>including the three strategic priorities of<br>disciplined growth, bank-wide simplification and<br>active balance sheet and risk management.<br>In March 2025, the Board confirmed<br>its support for a bank-wide performance<br>management framework to underpin delivery<br>of our purpose and strategy, including<br>the adoption of Key Performance Indicators<br>(KPIs) and Key Results (KRs) to help measure<br>strategic progress.<br>Changes made to re-balance Board and<br>Board committee agendas helped to ensure<br>sufficient time on the Board agenda for<br>broader considerations, with dedicated<br>sessions on Private Banking & Wealth<br>Management and NatWest India strategy.<br>The Board considered the Private Banking &<br>Wealth Management strategy twice in 2025.<br>In April, the Board considered evolving issues<br>within the UK wealth landscape and discussed<br>potential participation choices in terms of<br>segments and propositions. A dedicated<br>strategy session in June focused on three<br>topics for deeper discussion, with a strong<br>focus on customers and clients, as well as<br>external perspectives. Non-executive directors<br>confirmed their support for the proposed<br>Private Banking & Wealth Management<br>strategy, noting its alignment with<br>broader NatWest Group strategy.<br>In July, the Board discussed NatWest’s strategy<br>in India, noting its strong operational and<br>technology presence within NatWest Group.<br>Directors considered potential opportunities<br>to enhance efficiency using automation and<br>artificial intelligence (AI), and how cultural<br>shifts would further support enhanced<br>customer centricity. Directors noted the<br>value of continuing to attract top engineering<br>talent, and ensuring that India’s role remained<br>integrated with NatWest Group’s future<br>strategic plans.<br>The Board also welcomed the changes made<br>by the CEO in October to reshape the Group<br>Executive Committee and accelerate the shift<br>towards becoming a more customer-focused<br>organisation, with enabling functions aligned<br>more closely to our businesses and customer<br>needs. The Board recognises these changes<br>present the opportunity to increase customer<br>centricity, empowerment and decision velocity,<br>and to accelerate the delivery of value through<br>technology, data and AI, supporting our<br>ambition to build a simpler, more agile bank.<br>Further information on NatWest Group‘s strategy<br>and progress made against our 2025 strategic<br>priorities can be found in the Strategic report.<br>The Board leads the development of NatWest<br>Group’s culture, behaviours and standards and<br>is responsible for assessing and monitoring<br>culture and how culture is being embedded.<br>These responsibilities have been fulfilled in<br>several ways in 2025 (as detailed in the table<br>opposite), supported by the implementation<br>of NatWest Group’s new core behavioural<br>framework which is aligned with and supports<br>our purpose, strategy, ambition and customer-focused performance culture.<br>Board reporting on culture in 2025<br>What did the Board<br>receive? Areas of focus and outcomes<br>New core<br>behavioural<br>framework<br>In February, the Board approved the new core behavioural framework. Following<br>the refresh of our purpose, strategy, ambition and performance culture, the new<br>framework consolidated previous colleague frameworks into a single set of<br>action-oriented behaviours under the ‘Winning Together’ banner. Directors<br>welcomed the fact that the new simplified approach ’started with customers’<br>and was relatable to all colleagues across the bank.<br>‘Tone from the<br>top’<br>At the March Board dinner, as part of a broader conversation on strategic<br>priorities, the directors discussed the ‘tone from the top’ culture and behaviours<br>they wished to demonstrate as a Board and in their interactions with executive<br>management. The outputs from the discussion were reflected in the 2025 Board<br>evolution action plan.<br>Colleague<br>Advisory<br>Panel reports<br>Feedback on discussions from Colleague Advisory Panel (CAP) meetings<br>held in March and September were provided to the Board by the CAP Chair.<br>Topics included executive remuneration and the wider workforce, the new core<br>behavioural framework, financial crime strategy and the launch of the new global<br>recognition platform ‘Recognise’.<br>Performance<br>management<br>framework<br>In March, the Board reviewed how the performance management framework<br>supports the delivery of NatWest Group’s purpose, strategy, and financial plan.<br>This included the introduction of Key Results for franchises and functions to<br>align with agreed KPIs, enabling the tracking of strategic implementation<br>and fostering the desired cultural change.<br>Performance<br>culture and<br>operating<br>systems<br>In June, directors received an update on initial work underway to explore how the<br>bank’s customer-focused performance culture could be enhanced by being more<br>customer-focused, empowering those closest to the customer, speeding<br>up decision making and putting decisions closer to those serving customers;<br>alongside accelerating the journey to have a simpler operating system,<br>powered by technology, AI and data; all in service of our customers.<br>Consumer Duty<br>assessment<br>In July, the Board approved the Consumer Duty assessment, noting the<br>role culture played in further embedding. Offering products such as the family-backed mortgage proposition and focus on the bereavement journey<br>demonstrated the bank’s dedication to prioritising good customer outcomes.<br>Colleague<br>survey results<br>In June and December, the Board considered the results of our 2025<br>colleague survey, Our View (which had been conducted in April and September).<br>Colleagues had responded to questions across the whole colleague experience<br>including purposeful leadership, performance culture, building a simpler bank,<br>wellbeing and ways of working, and risk, conduct and ethics.<br>Culture<br>assessment<br>report<br>In July, the Board received a Culture assessment report on progress across<br>metrics linked to performance culture, ethics, conduct, and compliance.<br>In December, it was noted that from 2026, an enterprise-wide culture plan<br>focused on customer performance would be reflected in the future approach<br>for assessing culture.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 11699
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How the Board engaged with stakeholders<br>Enhancing strategic engagement<br>Investors Customers<br>How the Board engaged<br>The Board engaged with a range of investors throughout<br>the year. In addition to receiving regular updates on<br>investor activity and share price performance, directors<br>had the opportunity to engage with private shareholders<br>at a virtual shareholder event and in person at the Annual<br>General Meeting. In December, the Board held dedicated<br>roundtable discussions with representatives of some of its<br>largest institutional shareholders. These sessions enabled<br>valuable dialogue, with investors sharing their investment<br>strategies, perspectives on NatWest’s performance<br>relative to peers, and feedback on NatWest Group’s<br>strategic direction. Directors asked questions and gained<br>direct insight into investor priorities and expectations.<br>Major shareholders are also offered an annual update<br>to cover governance and Board related matters with<br>the NatWest Group Chair. During the time that UKGI<br>managed HMT’s stake in NatWest, UKGI representatives<br>also had the opportunity to meet Board committee Chairs<br>bilaterally to support it in discharging its stewardship<br>responsibilities. The Chair of the Group Performance and<br>Remuneration Committee wrote to a number of NatWest<br>Group’s largest institutional shareholders, proxy advisers<br>and the UK regulators in late 2025 to discuss our<br>approach to remuneration for the year and updated<br>the Board on those discussions. Shareholder feedback<br>was positive and supported the finalisation of the 2026<br>Performance Share Plan scorecard.<br>Outcome of engagement<br>Direct and indirect engagement with both private and<br>institutional shareholders offers directors an opportunity<br>to understand key areas of interest. Feedback from<br>these sessions informed the Board’s external messaging,<br>strategic priorities, and approach to future engagement.<br>In particular, input on remuneration matters was valuable<br>in shaping NatWest Group’s approach in this area.<br>How the Board engaged<br>The Board met with a range of retail and commercial<br>customers during the year. At onsite meetings<br>with commercial clients during the Board’s visit to<br>Birmingham, discussions centred on the opportunities<br>their banking relationship offered, as well as the broader<br>macroeconomic environment and external threats such<br>as cyberattacks. Participation in customer call listening<br>exercises during a visit to a local branch allowed directors<br>to gain insights into retail customers’ experiences and<br>how colleagues supported their needs.<br>The Board also received management updates on<br>customer engagement activity and sentiment, including<br>Competition and Markets Authority survey results and<br>Net Promoter Scores. In December, the Board received<br>a summary of customer complaints, noting a modest<br>increase in volumes compared to 2024. Key drivers<br>included social media influence, claims management<br>company activity, and industry-wide trends such as fraud<br>and scams. The Board reviewed management’s actions to<br>address these issues, including the use of new technology<br>and a focus on removing pain points from customer<br>journeys. These insights informed the Board’s oversight<br>of customer experience and operational improvements.<br>During discussions with the Regional Board Chairs, the<br>directors discussed customer priorities and how the<br>growth agenda could be supported in the regions.<br>Outcome of engagement<br>The information gathered through these engagements<br>and management updates informed broader strategic<br>discussions at Board level. The Board’s oversight of<br>complaints data and management’s response has<br>helped shape NatWest Group’s ongoing focus on<br>customer experience, operational excellence and the use<br>of technology to deliver better outcomes for customers.<br>The Board reviews and confirms<br>its key stakeholder groups for the<br>purposes of section 172 annually.<br>For 2025, the key stakeholder groups<br>remained investors, customers, colleagues,<br>communities, regulators and suppliers.<br>The Board’s agenda and engagement plans<br>were structured to enhance its understanding<br>of stakeholders’ views and interests. This in<br>turn has informed Board discussions and<br>decision-making. The Chair also provided<br>regular updates to the Board on meetings with<br>regulators, key stakeholders and other relevant<br>bodies including clients, financial institutions,<br>advisers, and government representatives.<br>Our section 172(1) statement on pages 36 to<br>37 describes how stakeholder interests have<br>been considered in Board discussions and<br>decision-making, including principal decisions.<br>In addition to the examples highlighted in the<br>Strategic report, the Board engaged with the<br>views and interests of stakeholders in a variety<br>of other ways, as described in further detail in<br>this section.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 117 100
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How the Board engaged with stakeholders<br>Enhancing strategic engagement<br>Investors Customers<br>How the Board engaged<br>The Board engaged with a range of investors throughout<br>the year. In addition to receiving regular updates on<br>investor activity and share price performance, directors<br>had the opportunity to engage with private shareholders<br>at a virtual shareholder event and in person at the Annual<br>General Meeting. In December, the Board held dedicated<br>roundtable discussions with representatives of some of its<br>largest institutional shareholders. These sessions enabled<br>valuable dialogue, with investors sharing their investment<br>strategies, perspectives on NatWest’s performance<br>relative to peers, and feedback on NatWest Group’s<br>strategic direction. Directors asked questions and gained<br>direct insight into investor priorities and expectations.<br>Major shareholders are also offered an annual update<br>to cover governance and Board related matters with<br>the NatWest Group Chair. During the time that UKGI<br>managed HMT’s stake in NatWest, UKGI representatives<br>also had the opportunity to meet Board committee Chairs<br>bilaterally to support it in discharging its stewardship<br>responsibilities. The Chair of the Group Performance and<br>Remuneration Committee wrote to a number of NatWest<br>Group’s largest institutional shareholders, proxy advisers<br>and the UK regulators in late 2025 to discuss our<br>approach to remuneration for the year and updated<br>the Board on those discussions. Shareholder feedback<br>was positive and supported the finalisation of the 2026<br>Performance Share Plan scorecard.<br>Outcome of engagement<br>Direct and indirect engagement with both private and<br>institutional shareholders offers directors an opportunity<br>to understand key areas of interest. Feedback from<br>these sessions informed the Board’s external messaging,<br>strategic priorities, and approach to future engagement.<br>In particular, input on remuneration matters was valuable<br>in shaping NatWest Group’s approach in this area.<br>How the Board engaged<br>The Board met with a range of retail and commercial<br>customers during the year. At onsite meetings<br>with commercial clients during the Board’s visit to<br>Birmingham, discussions centred on the opportunities<br>their banking relationship offered, as well as the broader<br>macroeconomic environment and external threats such<br>as cyberattacks. Participation in customer call listening<br>exercises during a visit to a local branch allowed directors<br>to gain insights into retail customers’ experiences and<br>how colleagues supported their needs.<br>The Board also received management updates on<br>customer engagement activity and sentiment, including<br>Competition and Markets Authority survey results and<br>Net Promoter Scores. In December, the Board received<br>a summary of customer complaints, noting a modest<br>increase in volumes compared to 2024. Key drivers<br>included social media influence, claims management<br>company activity, and industry-wide trends such as fraud<br>and scams. The Board reviewed management’s actions to<br>address these issues, including the use of new technology<br>and a focus on removing pain points from customer<br>journeys. These insights informed the Board’s oversight<br>of customer experience and operational improvements.<br>During discussions with the Regional Board Chairs, the<br>directors discussed customer priorities and how the<br>growth agenda could be supported in the regions.<br>Outcome of engagement<br>The information gathered through these engagements<br>and management updates informed broader strategic<br>discussions at Board level. The Board’s oversight of<br>complaints data and management’s response has<br>helped shape NatWest Group’s ongoing focus on<br>customer experience, operational excellence and the use<br>of technology to deliver better outcomes for customers.<br>The Board reviews and confirms<br>its key stakeholder groups for the<br>purposes of section 172 annually.<br>For 2025, the key stakeholder groups<br>remained investors, customers, colleagues,<br>communities, regulators and suppliers.<br>The Board’s agenda and engagement plans<br>were structured to enhance its understanding<br>of stakeholders’ views and interests. This in<br>turn has informed Board discussions and<br>decision-making. The Chair also provided<br>regular updates to the Board on meetings with<br>regulators, key stakeholders and other relevant<br>bodies including clients, financial institutions,<br>advisers, and government representatives.<br>Our section 172(1) statement on pages 36 to<br>37 describes how stakeholder interests have<br>been considered in Board discussions and<br>decision-making, including principal decisions.<br>In addition to the examples highlighted in the<br>Strategic report, the Board engaged with the<br>views and interests of stakeholders in a variety<br>of other ways, as described in further detail in<br>this section.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 117<br>Communities<br>Regulators Suppliers<br>How the board engaged with stakeholders continued<br>Colleagues<br>How the Board engaged<br>The Board undertook a variety of direct and indirect<br>engagement activities with colleagues in 2025. Directors<br>met with a range of colleagues, including graduates,<br>apprentices, digital champions, branch colleagues and<br>relationship managers. Discussions during talent sessions<br>were focused on the impact of AI and the opportunities it<br>presents. Throughout 2025, the Board received regular<br>updates on colleague matters, including specifically on the<br>subject of the bank’s operating system as a vital driver<br>of improvements in customer-focused performance.<br>The results of our 2025 colleague survey, Our View,<br>were also shared with the Board.<br>Our Colleague Advisory Panel<br>Under Provision 5 of the Code, we have adopted a<br>formal workforce advisory panel as our chosen method<br>of engagement with the workforce. NatWest Group’s<br>Colleague Advisory Panel (CAP) was set up in 2018<br>and is currently chaired by Roisin Donnelly, one of our<br>non-executive directors. Each CAP meeting is attended<br>by at least two other directors, and afterwards Ms<br>Donnelly reports to the Board on CAP discussions and<br>colleague sentiment. The CAP met twice in 2025 and<br>topics of discussion included executive remuneration<br>and the wider workforce, the new core behavioural<br>framework, financial crime strategy and an update on<br>recognition, including the new global Recognise platform.<br>Outcome of engagement<br>The CAP promotes colleague voice in the boardroom,<br>providing a forum for colleagues to engage directly<br>with the Board on topics which are important to them<br>and supporting effective two-way dialogue between<br>colleagues and Board members. CAP updates to the<br>Board provided an overview of CAP discussions on the<br>topics referred to above, together with a summary of<br>Q&As arising from the CAP meeting,<br>How the Board engaged<br>Engagement with regulators in 2025 occurred via bilateral<br>and collective meetings on a range of topics. Directors<br>engaged regularly through core assurance and proactive<br>engagement meetings with the supervisory teams at the<br>PRA and FCA respectively. Directors also participated<br>bilaterally in regulatory review activity when requested.<br>Representatives of the FCA attended the Board meeting<br>in April to discuss the content of its Firmwide Evaluation<br>Letter (FEL). In addition, representatives of the PRA joined<br>the Board meeting in July to present the findings from the<br>annual Periodic Summary Meeting (PSM). During the year<br>the Board also considered key regulatory submissions<br>such as the Operational Resilience Self Assessment, as<br>well as associated feedback from the PRA and FCA.<br>Outcome of engagement<br>The bilateral and collective engagement with the<br>regulators offered opportunities to strengthen the<br>relationship and further build understanding of each<br>party’s priorities. Following review of the FEL and PSM<br>findings, the Board agreed how to address the action<br>points raised and the respective responses.<br>How the Board engaged<br>The Board engaged with a number of strategic suppliers<br>in 2025, supporting its oversight of major transformation<br>programmes and the effective delivery of the long-term<br>strategy and customer outcomes. The Board and its<br>committees also considered third party risk management<br>and the potential impacts of suppliers’ operational<br>resilience being compromised. At a dedicated strategic<br>partner session with two of NatWest Group’s technology<br>partners on the bank-wide data transformation, the<br>Board received external insight on industry trends and<br>leading practices in data, digital and AI enabled banking.<br>This session also provided constructive challenge on<br>organisational decision-making pace and the cultural and<br>capability enablers required to deploy data-driven tools<br>and AI safely, responsibly and at scale.<br>Outcome of engagement<br>The Board noted positive evidence of accelerated data<br>transformation emerging from the strategic partnership<br>model announced in July 2025. The insights gained<br>enhanced the Board’s understanding of the digital, data<br>and AI strategy and informed its oversight of investment<br>decisions, transformation priorities, operational resilience,<br>and development of customer driven innovations.<br>How the Board engaged<br>Throughout the year the Board considered ESG matters<br>and the impact of the bank on the communities in which it<br>operates. During the regional visit to Birmingham, directors<br>met with community leaders and representatives from local<br>organisations to discuss the bank’s role in supporting<br>economic growth, financial inclusion, and social mobility<br>in the region. The Board also held a Regional Board Chairs<br>dinner in June, which provided a valuable forum for<br>discussing the needs and priorities of customers<br>across different communities.<br>The conversation centred on how the bank could better<br>support local customers and promote the UK Government’s<br>growth agenda in the regions, with Regional Board Chairs<br>sharing insights from their own communities.<br>Outcome of engagement<br>Through the various engagement opportunities the Board<br>deepened its knowledge of local challenges and opportunities<br>in the communities in which the bank operates.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 118 101<br>Further information on the CAP, including its membership<br>composition and engagement activity on remuneration<br>matters during 2025, can be found in the Directors’<br>remuneration report on page 130.
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Board effectiveness review<br>Improving board dynamics; Leveraging data and analytics<br>In accordance with the Code,<br>an annual review of the<br>performance of the Board,<br>its committees, the Chair and<br>individual directors usually takes<br>place annually. The review is<br>externally facilitated every three<br>years, with internal evaluations<br>in the intervening years.<br>Our 2025 Board effectiveness review<br>(the 2025 review) concluded that the Board<br>and its committees are operating effectively<br>and reaffirmed the Board’s commitment<br>to maintaining the highest standards<br>of governance and its ambition to be<br>recognised as a high-performing board.<br>The 2025 review, which was conducted<br>internally using the BoardOutlook technology<br>platform, provided a comprehensive<br>assessment of Board and committee<br>performance, strategic alignment, and<br>opportunities for further enhancement.<br>The process was designed to ensure the<br>Board remains well-positioned to steer<br>NatWest Group through a dynamic and<br>evolving environment, with a clear focus<br>on long-term value creation.<br>2025 Board effectiveness review process<br>Objectives and scope<br>The 2025 review was designed to provide an<br>objective assessment of the Board’s performance<br>and governance practices, ensuring alignment with<br>NatWest Group’s strategic ambitions. The primary<br>objectives were to:<br> • Evaluate the effectiveness of the Board and its<br>committees in supporting long-term value creation<br>and transformation.<br> • Assess the quality of Board dynamics, culture, and<br>relationships, including the interface between the<br>Board, management, and key stakeholders.<br> • Identify areas of strength and opportunities for<br>further optimisation, with a particular focus on<br>strategic ambition, succession planning, risk<br>oversight, and digital transformation.<br> • Ensure the Board’s composition, skills,<br>and processes remain fit for purpose.<br>The scope covered the full Board and its committees<br>and included senior management perspectives,<br>as well as a review of the Board’s skills and<br>committee structures.<br>Survey<br>The review process was facilitated<br>using the BoardOutlook platform, which<br>combined quantitative survey data with<br>qualitative insights.<br>All directors and ExCo members and<br>attendees were invited to complete a<br>detailed survey covering all aspects of<br>Board and committee effectiveness,<br>strategic alignment, risk management,<br>and culture.<br>Responses were analysed to identify<br>areas of consensus and divergence,<br>benchmarked against best practice,<br>and distilled into key findings and<br>actionable insights.<br>Presentation and review<br>The results were collated into a<br>comprehensive summary report,<br>which was shared with the Board and<br>discussed in detail at the December<br>Board meeting.<br>Following presentation of the findings, the<br>Board held an in-depth discussion of the<br>review’s conclusions, focusing on both<br>areas of strong performance and those<br>requiring further attention.<br>1 2 3<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 119 102<br>These are described in further detail<br>on page 103.
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Board effectiveness review<br>Improving board dynamics; Leveraging data and analytics<br>In accordance with the Code,<br>an annual review of the<br>performance of the Board,<br>its committees, the Chair and<br>individual directors usually takes<br>place annually. The review is<br>externally facilitated every three<br>years, with internal evaluations<br>in the intervening years.<br>Our 2025 Board effectiveness review<br>(the 2025 review) concluded that the Board<br>and its committees are operating effectively<br>and reaffirmed the Board’s commitment<br>to maintaining the highest standards<br>of governance and its ambition to be<br>recognised as a high-performing board.<br>The 2025 review, which was conducted<br>internally using the BoardOutlook technology<br>platform, provided a comprehensive<br>assessment of Board and committee<br>performance, strategic alignment, and<br>opportunities for further enhancement.<br>The process was designed to ensure the<br>Board remains well-positioned to steer<br>NatWest Group through a dynamic and<br>evolving environment, with a clear focus<br>on long-term value creation.<br>2025 Board effectiveness review process<br>Objectives and scope<br>The 2025 review was designed to provide an<br>objective assessment of the Board’s performance<br>and governance practices, ensuring alignment with<br>NatWest Group’s strategic ambitions. The primary<br>objectives were to:<br> • Evaluate the effectiveness of the Board and its<br>committees in supporting long-term value creation<br>and transformation.<br> • Assess the quality of Board dynamics, culture, and<br>relationships, including the interface between the<br>Board, management, and key stakeholders.<br> • Identify areas of strength and opportunities for<br>further optimisation, with a particular focus on<br>strategic ambition, succession planning, risk<br>oversight, and digital transformation.<br> • Ensure the Board’s composition, skills,<br>and processes remain fit for purpose.<br>The scope covered the full Board and its committees<br>and included senior management perspectives,<br>as well as a review of the Board’s skills and<br>committee structures.<br>Survey<br>The review process was facilitated<br>using the BoardOutlook platform, which<br>combined quantitative survey data with<br>qualitative insights.<br>All directors and ExCo members and<br>attendees were invited to complete a<br>detailed survey covering all aspects of<br>Board and committee effectiveness,<br>strategic alignment, risk management,<br>and culture.<br>Responses were analysed to identify<br>areas of consensus and divergence,<br>benchmarked against best practice,<br>and distilled into key findings and<br>actionable insights.<br>Presentation and review<br>The results were collated into a<br>comprehensive summary report,<br>which was shared with the Board and<br>discussed in detail at the December<br>Board meeting.<br>Following presentation of the findings, the<br>Board held an in-depth discussion of the<br>review’s conclusions, focusing on both<br>areas of strong performance and those<br>requiring further attention.<br>These are described in further detail<br>on page 120.<br>1 2 3<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 119<br>2025 Board effectiveness review findings<br>Areas of strength<br> • Strategic partner: The Board is seen as an active partner<br>in shaping and supporting strategy, with major proposals<br>brought early for input. There is strong alignment between<br>the Board and management on strategic priorities.<br>The strategy is clearly articulated and well understood.<br> • Governance and culture: The Board’s culture is described as<br>positive, energetic, and well-prepared, with directors bringing<br>diverse perspectives and engaging in constructive challenge.<br>The Chair’s leadership is regarded as highly effective,<br>ensuring purposeful meetings and a strong working<br>relationship with the CEO.<br> • Risk management: The risk framework is mature and robust,<br>with systematic identification and oversight of material risks.<br>Both Board and management are confident that dissent<br>on significant risk issues would be surfaced through<br>established channels.<br> • Stakeholder engagement: Engagement with regulators,<br>investors, and colleagues is strong, with s172 considerations<br>embedded in Board discussions. The Board’s approach to<br>mergers and acquisitions is disciplined, and oversight of<br>performance and ESG matters is effective.<br>Areas of focus<br> • Strategic ambition: The Board recognises the need for<br>clearer articulation of strategic alternatives, scenarios,<br>and trade-offs, particularly in the context of a rapidly<br>changing environment.<br> • Board papers: While generally well-structured, there is<br>scope to improve the timeliness and conciseness of Board<br>and committee papers, allowing directors more time for<br>reflection and focus on core issues.<br> • Management exposure: There is value in increasing<br>systematic exposure to leaders below ExCo level, to deepen<br>understanding of culture, capability, and succession planning.<br> • Customer engagement: The Board would benefit from more<br>regular and structured direct engagement with customers,<br>building on positive experiences from recent visits.<br> • External perspectives: There is a desire for more external<br>input, systematic lessons learned, and unstructured time in<br>agendas to explore emerging topics.<br> • Executive succession: While processes are in place, there<br>is scope for greater Board visibility of the talent pipeline.<br> • Transformation and digital ambition: The Board is future-facing and digitally literate but seeks greater clarity and<br>ambition around transformation objectives, options,<br>and measures of success, especially as digital and AI<br>initiatives scale.<br>2024 action output<br>Challenges identified during the 2024 Board effectiveness<br>review, which was externally facilitated, (the 2024 review)<br>included ensuring a unified Board culture, future Board<br>composition, the fast-changing landscape (including cyber), the<br>impact of culture change on the organisation, acting on ‘lessons<br>learned’ and leadership development and succession planning.<br>In relation to Board committees, the 2024 review highlighted<br>opportunities to consider the balance of Board and committee<br>agendas and the membership of the Group Audit Committee<br>and the then Group Sustainable Banking Committee (now the<br>Group Technology, Innovation and Simplification Committee),<br>noting the single sex dynamic in both cases.<br>The 2025 review survey included a dedicated section on the<br>2025 Board evolution action plan, which received positive<br>feedback with a small number of areas for continued focus<br>reflected in the 2025 Board effectiveness review report.<br>An updated view of GAC and TISC membership can be found<br>in the relevant committee reports.<br>Board effectiveness review continued<br>4 5 6<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 120 103<br>The challenges identified during the 2024 review themes<br>were acknowledged and addressed through the development<br>and implementation of the 2025 Board evolution action plan,<br>the outcomes of which are signposted from page 85 and<br>referenced throughout this Corporate governance report.
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Board effectiveness review continued<br>2025 agreed actions<br>In response to the 2025 review, an action plan was agreed<br>to address a number of immediate opportunities which had<br>been identified.<br>This includes:<br>• A comprehensive review of Board and committee papers,<br>to focus on timeliness, conciseness, and use of AI to<br>enhance quality and consistency.<br>• Enhanced Board exposure to executive talent below ExCo<br>level, through expanded attendance at Board meetings.<br>• Increased direct engagement with customers and<br>stakeholders, including structured visits.<br>• Agenda time for external perspectives, lessons learned,<br>and innovation and learning.<br>Progress against these actions will be monitored by the Group<br>Nominations and Governance Committee in 2026.<br>Board committee findings and actions<br>The 2025 review confirmed that the Board’s committee<br>structure is appropriate and operating effectively, with strong<br>leadership and clear agendas across each of the committees.<br>The Board committees are seen as stable and well-structured,<br>with opportunities identified to further enhance effectiveness<br>through increased use of external advisers, deep dives into<br>emerging topics, and broader sharing of insights across<br>the Board.<br>Individual effectiveness reviews<br>The Chair met each non-executive director individually<br>to discuss their performance, continuing professional<br>development and contribution to NatWest Group’s<br>long-term sustainable success.<br>Separately, the Senior Independent Director, together with the<br>Senior Independent Director of the NWH Sub Group, sought<br>feedback on the Chair’s performance from the non-executive<br>directors, executive directors and other key internal and<br>external stakeholders, and discussed it with the Chair.<br>These discussions were supported by a structured agenda<br>and with reference to the outputs of the 2025 Board skills<br>assessment and a separate D360 exercise, which were also<br>completed using the BoardOutlook technology platform.<br>These individual reviews concluded that each non-executive<br>and the Chair continue to contribute positively to the long-term<br>sustainable success of the company.<br>2025 Board effectiveness review findings continued<br>7 8 9<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 121 104
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Board effectiveness review continued<br>2025 agreed actions<br>In response to the 2025 review, an action plan was agreed<br>to address a number of immediate opportunities which had<br>been identified.<br>This includes:<br> • A comprehensive review of Board and committee papers,<br>to focus on timeliness, conciseness, and use of AI to<br>enhance quality and consistency.<br> • Enhanced Board exposure to executive talent below ExCo<br>level, through expanded attendance at Board meetings.<br> • Increased direct engagement with customers and<br>stakeholders, including structured visits.<br> • Agenda time for external perspectives, lessons learned,<br>and innovation and learning.<br>Progress against these actions will be monitored by the Group<br>Nominations and Governance Committee in 2026.<br>Board committee findings and actions<br>The 2025 review confirmed that the Board’s committee<br>structure is appropriate and operating effectively, with strong<br>leadership and clear agendas across each of the committees.<br>The Board committees are seen as stable and well-structured,<br>with opportunities identified to further enhance effectiveness<br>through increased use of external advisers, deep dives into<br>emerging topics, and broader sharing of insights across<br>the Board.<br>Individual effectiveness reviews<br>The Chair met each non-executive director individually<br>to discuss their performance, continuing professional<br>development and contribution to NatWest Group’s<br>long-term sustainable success.<br>Separately, the Senior Independent Director, together with the<br>Senior Independent Director of the NWH Sub Group, sought<br>feedback on the Chair’s performance from the non-executive<br>directors, executive directors and other key internal and<br>external stakeholders, and discussed it with the Chair.<br>These discussions were supported by a structured agenda<br>and with reference to the outputs of the 2025 Board skills<br>assessment and a separate D360 exercise, which were also<br>completed using the BoardOutlook technology platform.<br>These individual reviews concluded that each non-executive<br>and the Chair continue to contribute positively to the long-term<br>sustainable success of the company.<br>2025 Board effectiveness review findings continued<br>7 8 9<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 121<br>Report of the Group Nominations<br>and Governance Committee<br>The committee continues to oversee further<br>recruitment activity in respect of the Board<br>and the board of NWH Ltd.<br>Corporate governance framework<br>During 2025, the committee completed a<br>review of corporate governance framework<br>collateral, resulting in the launch of a revised<br>Corporate Governance Policy with a more<br>focused set of principles and rules to guide all<br>colleagues and subsidiary directors making<br>decisions. Refreshed materials were also<br>approved to support subsidiary boards and<br>non-executive directors, by outlining their<br>roles and responsibilities and ways of working<br>that support delivery of the NatWest Group<br>strategy. Finally, the Committee approved<br>revised terms of reference for the Boards of<br>the principal subsidiaries, updated to reflect<br>the new corporate governance collateral while<br>ensuring ongoing compliance with all legal and<br>regulatory requirements.<br>Effectiveness review<br>In accordance with the Code, an evaluation<br>of the performance of the Board and its<br>committees, including N&G, was conducted<br>internally in 2025.<br>Subsidiary governance<br>The committee continued to oversee the<br>subsidiary governance framework and<br>received regular updates from the principal<br>subsidiaries on their recruitment and<br>succession plans. Several of NatWest Group’s<br>principal subsidiaries made appointments to<br>their boards during 2025, which the committee<br>has approved in accordance with its terms of<br>reference, including the appointment of Dame<br>Anne Richards as Chair of Coutts & Co.<br>Korn Ferry, Heidrick & Struggles, MWM, Odgers<br>and Spencer Stuart were engaged during the<br>year to support NatWest Group’s Board search<br>activity. The firms are members of the retained<br>executive search panel of suppliers (managed<br>by NatWest Executive Search). Spencer Stuart<br>and Korn Ferry also provide leadership<br>advisory services to NatWest Group.<br>To enhance the data led review of composition<br>and succession planning, the BoardOutlook skills<br>assessment tool was extended to the principal<br>subsidiaries. After the digital assessments were<br>completed, the committee reviewed the skills<br>matrices for Coutts & Co, RBSI and NWM,<br>noting each board’s critical and general skills<br>to support its oversight of composition and<br>succession planning.<br>I would like to thank all the committee members<br>and attendees for their commitment and<br>contributions in 2025 including Ian Cormack who<br>observed committee meetings in his capacity<br>as Senior Independent Director of NWH Ltd.<br>On 1 March 2025 Ian was succeeded as<br>Senior Independent Director of NWH Ltd by<br>Francesca Barnes who observed committee<br>meetings since then. Ian continued to observe<br>committee meetings until he stepped down<br>from the board of NWH Ltd in May 2025.<br>Rick Haythornthwaite<br>Chair of the Group Nominations and<br>Governance Committee<br>12 February 2026<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Rick Haythornthwaite (Chair) 4 of 4<br>Stuart Lewis 4 of 4<br>Lena Wilson 4 of 4<br>Patrick Flynn 4 of 4<br>Mark Seligman 1 of 1<br>In addition to the four scheduled meetings there were four<br>ad hoc meetings. All directors eligible to attend ad hoc<br>meetings were present at those meetings. Mr Seligman<br>retired from the Board on the 31 March 2025.<br>Principal areas of focus<br> • Board recruitment<br> • Corporate governance framework<br> • Subsidiary governance<br> • Board and committee composition<br> • Succession planning<br> • Diversity and inclusion<br>Dear Shareholder,<br>As Chair of the Board and Chair of the Group<br>Nominations and Governance Committee,<br>I am pleased to present this report on<br>the committee’s activity during 2025.<br>The committee is responsible for reviewing<br>the Board’s structure, size and composition,<br>as well as the membership and chairs<br>of Board committees, recommending<br>appointments to the Board and overseeing<br>executive succession. It also monitors NatWest<br>Group’s governance arrangements to uphold<br>best corporate governance practices and<br>considers developments in banking reform<br>and analogous issues affecting NatWest Group,<br>making recommendations to the Board for any<br>consequential changes to NatWest Group’s<br>operating model.<br>Board recruitment<br>Board recruitment continued to be a principal<br>area of focus during 2025 with the committee<br>supporting comprehensive candidate searches<br>with diversity and inclusion considerations<br>factored into all search criteria. A data led<br>approach was adopted for the assessment<br>and mapping of skills to enhance the search<br>processes and to support the monitoring<br>of Board skills and experience. During the<br>search processes, the committee held several<br>discussions on potential candidates, assessing<br>the credentials of each candidate against the<br>results of a Board skills assessment undertaken<br>and the qualities and capabilities set out in the<br>role specifications agreed by the committee.<br>After detailed searches, the committee<br>recommended Josh Critchley and Albert<br>Hitchcock for appointment to the Board<br>as non-executive directors. Albert will join<br>on the 23 February 2026. Separately, the<br>committee also recommended Karin Cook<br>for appointment to the NWH Ltd board as a<br>double-independent non-executive director.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 122 105<br>Further information on the review can be found<br>on pages 102 to 104.
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Report of the Group Nominations and Governance Committee continued<br>Principal areas of Group Nominations & Governance Committee focus in 2025<br>Theme Principal area of committee focus Outcomes<br>Board &<br>committee<br>composition<br>The committee supported the Chair in keeping the<br>composition of the Board and its committees under<br>regular review.<br>The committee supported the Chair’s ongoing evolution of Board composition, and the recruitment activity outlined<br>reflects the changes which the committee recommended.<br>Composition is reviewed with reference to the skills and<br>experience of individual directors, ensuring the Board’s<br>collective skill set remains appropriately balanced and<br>aligned to current and future strategic priorities.<br>The use of the Board Skills matrix, which was completed by all of the Board, provides the committee with valuable<br>insights for assessment of the current Board composition and enhancing the view of future skills gaps to be addressed.<br>Under the Board appointment policy, non-executive<br>directors are appointed for an initial term of three years,<br>subject to annual re-election by shareholders.<br>The committee completed a term review of Roisin Donnelly’s tenure, per the Board appointment policy, in December<br>2025 and it was recommended that Roisin serve a further three years on the Board.<br>Succession<br>planning<br>Alongside composition, the committee reviews succession<br>plans periodically to ensure there are contingency plans in<br>place for successors to the Board executive directors,<br>Board and Board committee chairs and the Senior<br>Independent Director.<br>The Board and committee succession plans were reviewed and given specific focus by the committee in June 2025,<br>with the plans monitored on a frequent basis.<br>The committee holds responsibility for the oversight of<br>executive succession within NatWest Group.<br>The committee continues to review executive succession planning for CEO-1 roles and received periodic updates on<br>developments. In June 2025, the committee was briefed on an evolved approach to executive succession, including<br>enhancements to NatWest Group’s talent ecosystem designed to strengthen leadership pipelines.<br>Diversity &<br>inclusion<br>The Board operates a boardroom inclusion policy which<br>reflects NatWest Group’s inclusion guidelines and is aligned<br>to NatWest Group’s behaviours and relevant legal or<br>voluntary code requirements.<br>The boardroom inclusion policy ensures that the Board<br>and the committee follow an inclusive process when<br>making nomination decisions. That includes ensuring<br>that the nomination process is based on the principles of<br>fairness, respect, and inclusion; that all nominations and<br>appointments are made based on individual competence,<br>skills and expertise measured against identified objective<br>criteria without bias, prejudice, or discrimination, and that<br>searches for Board candidates are conducted with due<br>regard to the benefits of diversity and inclusion.<br>Diversity and inclusion have been considered in all of the recruitment overseen by the committee and in its review of<br>executive succession planning in 2025 and, accordingly, as of 31 December 2025, the company met:<br> • the FTSE Women Leaders Review voluntary target of 40% women’s representation on boards by the end of 2025,<br>with 55% of the Board being women;<br> • the FTSE Women Leaders Review recommendation (at least one woman in the Chair or Senior Independent<br>Director roles on the Board and/or one woman in the Chief Executive Officer or Finance Director role by the end<br>of 2025) by having a woman Senior Independent Director and a woman CFO; and<br> • the recommendation of the Parker Review to have at least one member of the Board being from an ethnic<br>minority background with two such directors meeting this criterion.<br>Pages 59 to 63 contain more information on how NatWest Group is creating an inclusive workplace, including<br>(in relation to Provision 23 of the Code) the gender balance of senior management and their direct reports.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 123 106<br>A copy of the boardroom inclusion policy is available on<br> the NatWest Group website<br>The changes to the Board and Board committees in 2025 and early 2026 are summarised on page 79.<br>• the targets set out in UK Listing Rule 6.6.6R (9) (Board and executive management diversity) and disclosures under<br>UK Listing Rule 6.6.6R (9) and (10) can be found on page 86;
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Report of the Group Nominations and Governance Committee continued<br>Principal areas of Group Nominations & Governance Committee focus in 2025<br>Theme Principal area of committee focus Outcomes<br>Board &<br>committee<br>composition<br>The committee supported the Chair in keeping the<br>composition of the Board and its committees under<br>regular review.<br>The committee supported the Chair’s ongoing evolution of Board composition, and the recruitment activity outlined<br>reflects the changes which the committee recommended.<br>The changes to the Board and Board committees in 2025 and early 2026 are summarised on page 96.<br>Composition is reviewed with reference to the skills and<br>experience of individual directors, ensuring the Board’s<br>collective skill set remains appropriately balanced and<br>aligned to current and future strategic priorities.<br>The use of the Board Skills matrix, which was completed by all of the Board, provides the committee with valuable<br>insights for assessment of the current Board composition and enhancing the view of future skills gaps to be addressed.<br>Under the Board appointment policy, non-executive<br>directors are appointed for an initial term of three years,<br>subject to annual re-election by shareholders.<br>The committee completed a term review of Roisin Donnelly’s tenure, per the Board appointment policy, in December<br>2025 and it was recommended that Roisin serve a further three years on the Board.<br>Succession<br>planning<br>Alongside composition, the committee reviews succession<br>plans periodically to ensure there are contingency plans in<br>place for successors to the Board executive directors,<br>Board and Board committee chairs and the Senior<br>Independent Director.<br>The Board and committee succession plans were reviewed and given specific focus by the committee in June 2025,<br>with the plans monitored on a frequent basis.<br>The committee holds responsibility for the oversight of<br>executive succession within NatWest Group.<br>The committee continues to review executive succession planning for CEO-1 roles and received periodic updates on<br>developments. In June 2025, the committee was briefed on an evolved approach to executive succession, including<br>enhancements to NatWest Group’s talent ecosystem designed to strengthen leadership pipelines.<br>Diversity &<br>inclusion<br>The Board operates a boardroom inclusion policy which<br>reflects NatWest Group’s inclusion guidelines and is aligned<br>to NatWest Group’s behaviours and relevant legal or<br>voluntary code requirements.<br>A copy of the boardroom inclusion policy is available at<br>natwestgroup.com.<br>The boardroom inclusion policy ensures that the Board<br>and the committee follow an inclusive process when<br>making nomination decisions. That includes ensuring<br>that the nomination process is based on the principles of<br>fairness, respect, and inclusion; that all nominations and<br>appointments are made based on individual competence,<br>skills and expertise measured against identified objective<br>criteria without bias, prejudice, or discrimination, and that<br>searches for Board candidates are conducted with due<br>regard to the benefits of diversity and inclusion.<br>Diversity and inclusion have been considered in all of the recruitment overseen by the committee and in its review of<br>executive succession planning in 2025 and, accordingly, as of 31 December 2025, the company met:<br> • the targets set out in UK Listing Rule 6.6.6R (9) (Board and executive management diversity) and disclosures under<br>UK Listing Rule 6.6.6R (9) and (10) can be found on page 103;<br> • the FTSE Women Leaders Review voluntary target of 40% women’s representation on boards by the end of 2025,<br>with 55% of the Board being women;<br> • the FTSE Women Leaders Review recommendation (at least one woman in the Chair or Senior Independent<br>Director roles on the Board and/or one woman in the Chief Executive Officer or Finance Director role by the end<br>of 2025) by having a woman Senior Independent Director and a woman CFO; and<br> • the recommendation of the Parker Review to have at least one member of the Board being from an ethnic<br>minority background with two such directors meeting this criterion.<br>Pages 59 to 63 contain more information on how NatWest Group is creating an inclusive workplace, including<br>(in relation to Provision 23 of the Code) the gender balance of senior management and their direct reports.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 123<br>Report of the Group Audit Committee<br>Whistleblowing<br>In my role as whistleblowers’ champion for<br>NatWest Group, I receive regular updates<br>on the effectiveness of the whistleblowing<br>framework, prevalent themes in reports<br>submitted by colleagues through the systems,<br>and the tracking of outcomes from the most<br>significant cases. The committee is responsible<br>for supervising the independence, autonomy,<br>and effectiveness of NatWest Group’s<br>whistleblowing policies and procedures.<br>There is a suitable dissemination of information<br>to the principal subsidiaries to ensure a<br>cohesive approach across NatWest Group.<br>Internal and External<br>Audit Oversight<br>Throughout 2025, the committee maintained<br>oversight of the external auditor and the<br>Internal Audit function. Formal evaluations<br>were conducted at year-end through an<br>internal process, and the committee reviewed<br>synopses of the feedback provided by relevant<br>stakeholders. Additional details regarding the<br>oversight provided can be located in the tables<br>on the following pages.<br>Effectiveness review<br>Patrick Flynn<br>Chair of the Group Audit Committee<br>12 February 2026<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Patrick Flynn (Chair)* 5 of 5<br>Geeta Gopalan* 5 of 5<br>Stuart Lewis 5 of 5<br>There were no ad-hoc meetings.<br> * ‘Financial experts’ as defined in the SEC rules<br>under the US Securities Exchange Act of 1934<br>(the ‘Exchange Act’) and the requirements of the<br>New York Stock Exchange, and that they have<br>competence in accounting and/or auditing as<br>required under the Disclosure Guidance and<br>Transparency Rules. The Board is satisfied that all<br>GAC members have recent and relevant financial<br>experience and are independent as defined in<br>the SEC rules under the Exchange Act and<br>related guidance.<br>Principal areas of focus<br> • Systems of Internal Control<br>(financial management, reporting,<br>and accounting issues)<br> • Financial and non-financial reporting,<br>including significant judgements<br>and estimates<br> • Oversight of internal and external audit<br>Dear Shareholder,<br>I am delighted to provide an overview of the<br>Group Audit Committee’s (the committee<br>or GAC) activities and responsibilities<br>throughout 2025.<br>Firstly, I extend my gratitude to my colleagues,<br>Stuart Lewis and Geeta Gopalan, for their<br>contributions to the committee. Additionally,<br>I would like to express appreciation for the<br>insights provided by Karin Cook and Mark<br>Rennison, non-executive directors and<br>members of NatWest Holdings (NWH) Audit<br>Committee, who attend GAC meetings in<br>an observational capacity. Additional thanks<br>should be given to Mark Seligman, who retired<br>from the Board and his role on GAC on<br>31 March 2025, and Ian Cormack who<br>stepped down as a NWH Audit Committee<br>member in May 2025.<br>The committee’s fundamental role is to<br>supervise and challenge management’s<br>approach to the preparation of financial results,<br>as well as the disclosure of relevant financial<br>and non-financial information. This oversight<br>encompasses the evaluation of the application<br>of accounting policies, the scrutiny of internal<br>control standards related to financial reporting<br>and accounting, and their effectiveness, and<br>the review of quarterly disclosures prior<br>to release.<br>During 2025, the committee’s most significant<br>areas of focus included the adequacy of<br>provision in respect of expected credit<br>loss (ECL), the robustness of the control<br>environment (including preparation for<br>enhanced Code requirements applicable from<br>1 January 2026), and enhanced oversight of<br>non-financial reporting. Further details can be<br>found in the tables on the following pages.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 107 124<br>In accordance with the Code, an evaluation<br>of the performance of the Board and its<br>committees, including the GAC, was conducted<br>internally in 2025. Further information on the<br>review can be found on pages 102 to 104.
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Systems of internal control<br>The committee placed significant emphasis on the internal control systems concerning financial management, reporting, and accounting issues. Throughout 2025, it received regular reports on this and<br>assessed the effectiveness and efficiency of NatWest Group’s internal control systems, encompassing any notable deficiencies or shortcomings.<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Sarbanes-Oxley<br>Act of 2002<br>To consider compliance with section 404 of the Sarbanes-Oxley Act of 2002.<br>The committee received periodic updates on the bank’s internal controls over financial reporting throughout 2025,<br>provided. The approach to the assessment of the controls in respect of the business acquired from Sainsbury’s Bank<br>was overseen, including temporary controls implemented during the migration process. The committee was pleased<br>that full customer migration was achieved prior to the end of the financial year.<br>Regulatory and<br>financial returns<br>To assess the controls and procedures implemented by<br>management for adherence to regulatory and financial<br>reporting standards.<br>As part of management’s ongoing work to strengthen the financial reporting control environment, the committee<br>continued to oversee delivery against the findings of the industry-wide skilled person’s review of regulatory returns.<br>Significant progress was made during 2025, with remediation of a substantial number of issues, and the committee<br>continue to monitor completion of the remaining actions.<br>Control<br>environment<br>To evaluate the control environment ratings of the<br>businesses, functions, and significant subsidiaries, and to<br>assess management’s efforts in preserving or enhancing<br>the control environment in respect of financial<br>management, reporting and accounting.<br>The committee noted that the overall control environment retained its ’met’ rating during 2025, driven by further<br>improvements in the control environment. The committee noted progress achieved to reduce the percentage of<br>controls which failed validation testing by Internal Audit following a focus on improving business control ownership.<br>In addition, the committee also noted a greater than 50% reduction in the level of unremediated significant<br>audit findings.<br>Quarterly reports were received from the chairs of audit committees of material regulated subsidiaries, providing<br>oversight of material risk and control matters and a channel for escalation of issues. Throughout the year, the GAC<br>Chair held quarterly meetings with the Chairs of the subsidiary audit committee meetings to facilitate consistency<br>and to share key themes discussed.<br>Other standards<br>of control<br>In addition, the committee receives regular updates on<br>matters pertinent to NatWest Group’s standards of<br>internal control.<br>The committee received an update on the bank’s tax position and discussed matters including tax provisioning levels,<br>significant provided and unprovided tax risks and deferred tax assets. For deferred tax, this considered sustainable<br>profitability, the period of assessment, and changes against previous estimates.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 125 108<br>The GAC reviewed the disclosure on internal control matters in conjunction with the related guidance from the<br>Financial Reporting Council. For preparations for the new Code requirements which are effective from 1 January<br>2026 please see page 107.<br>enabling ongoing monitoring of progress and providing support for management’s year-end conclusions.<br>The committee maintained oversight of the plans and transition toward more automated preventative<br> key controls. Furthermore, regular updates from EY regarding their assessment of the<br>Sarbanes-Oxley Act compliance and the status and rating of control matters were also
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Systems of internal control<br>The committee placed significant emphasis on the internal control systems concerning financial management, reporting, and accounting issues. Throughout 2025, it received regular reports on this and<br>assessed the effectiveness and efficiency of NatWest Group’s internal control systems, encompassing any notable deficiencies or shortcomings.<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Sarbanes-Oxley<br>Act of 2002<br>To consider compliance with section 404 of the Sarbanes-Oxley Act of 2002.<br>The committee received periodic updates on the bank’s internal controls over financial reporting throughout 2025,<br>enabling ongoing monitoring of progress and providing support for management’s year-end conclusions. This included<br>updates from management regarding control deficiencies that emerged during the year, and confirmation that there<br>were no significant deficiencies or material weaknesses identified. The committee maintained oversight of the plans<br>and transition toward more automated preventive key controls. Furthermore, regular updates from EY regarding<br>their assessment of the Sarbanes-Oxley Act compliance and the status and rating of control matters were also<br>provided. The approach to the assessment of the controls in respect of the business acquired from Sainsbury’s Bank<br>was overseen, including temporary controls implemented during the migration process. The committee was pleased<br>that full customer migration was achieved prior to the end of the financial year.<br>Regulatory and<br>financial returns<br>To assess the controls and procedures implemented by<br>management for adherence to regulatory and financial<br>reporting standards.<br>As part of management’s ongoing work to strengthen the financial reporting control environment, the committee<br>continued to oversee delivery against the findings of the industry-wide skilled person’s review of regulatory returns.<br>Significant progress was made during 2025, with remediation of a substantial number of issues, and the committee<br>continue to monitor completion of the remaining actions.<br>Control<br>environment<br>To evaluate the control environment ratings of the<br>businesses, functions, and significant subsidiaries, and to<br>assess management’s efforts in preserving or enhancing<br>the control environment in respect of financial<br>management, reporting and accounting.<br>The committee noted that the overall control environment retained its ’met’ rating during 2025, driven by further<br>improvements in the control environment. The committee noted progress achieved to reduce the percentage of<br>controls which failed validation testing by Internal Audit following a focus on improving business control ownership.<br>In addition, the committee also noted a greater than 50% reduction in the level of unremediated significant<br>audit findings.<br>Quarterly reports were received from the chairs of audit committees of material regulated subsidiaries, providing<br>oversight of material risk and control matters and a channel for escalation of issues. Throughout the year, the GAC<br>Chair held quarterly meetings with the Chairs of the subsidiary audit committee meetings to facilitate consistency<br>and to share key themes discussed.<br>Other standards<br>of control<br>In addition, the committee receives regular updates on<br>matters pertinent to NatWest Group’s standards of<br>internal control.<br>The committee received an update on the bank’s tax position and discussed matters including tax provisioning levels,<br>significant provided and unprovided tax risks and deferred tax assets. For deferred tax, this considered sustainable<br>profitability, the period of assessment, and changes against previous estimates.<br>The GAC reviewed the disclosure on internal control matters in conjunction with the related guidance from the<br>Financial Reporting Council. For preparations for the new Code requirements which are effective from 1 January<br>2026 please see page 124.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 125<br>Financial and non-financial reporting<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Expected credit<br>losses<br>To scrutinise and question management’s assessments<br>regarding credit impairments and the fundamental<br>assumptions, methodologies, and models utilised, as well<br>as any necessary post-model adjustments (PMAs). The<br>influence of macroeconomic risks on the credit landscape<br>was also discussed.<br>The GAC discussed management assumptions, methodologies, and PMAs used for provisions under IFRS 9. There<br>was macroeconomic volatility with sector-specific risks, which were reflected in PMAs and scenario weights. The<br>PMAs underwent quarterly review to ensure their appropriateness and accurate reflection of judgements, models,<br>and data. The committee plans to maintain its scrutiny of PMAs in 2026. Overall, the committee determined that<br>while models are a fundamental component of IFRS 9, they are unable to encompass all potential scenarios,<br>particularly those not observed in the recent past. The GAC emphasised the continued importance of exercising<br>judgement in establishing these provisions, with PMAs serving as a critical tool in facilitating this process.<br>Provisions and<br>disclosures<br>To consider the level of provisions for regulatory, litigation<br>and conduct issues throughout the year.<br>The committee reviewed the levels of provisions during the year for regulatory, litigation and conduct matters, and<br>was satisfied these were appropriate.<br>Viability<br>statement<br>and the going<br>concern basis<br>of accounting<br>To review NatWest Group’s going concern and<br>viability statements.<br>The GAC examined evidence of NatWest Group’s capital, liquidity, and funding position, and assessed the framework<br>supporting the evaluation of principal risks. The committee evaluated NatWest Group’s outlook in this context, the<br>identified principal and emerging threats (including climate risk), and the ongoing macroeconomic developments,<br>such as the impact of tariffs and international developments. FRC guidance was integrated into the formulation of<br>the viability statement for NatWest Group. The committee endorsed both the going concern assessment and viability<br>statement for submission to the Board.<br>Fair,<br>balanced and<br>understandable<br>Non-financial<br>reporting<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 126 109<br>The GAC evaluated various accounting judgements and reporting matters during the development of NatWest Group’s financial reporting in 2025. The committee examined the quarterly, interim, and<br>annual results announcements, the annual reporting suite, and other key financial and non-financial publications for submission to Board for approval. This encompassed climate and sustainability-related<br>disclosures incorporated into the annual results, with attention given to the controls governing the formulation of these publications.<br>To review the principal non-financial disclosures made by<br>NatWest Group and to ensure appropriate controls are in<br>place to support the preparation of the information. These<br>disclosures include the sustainability review chapter of the<br>annual results.<br>To oversee the review process which supports the<br>committee and Board in concluding that the disclosures<br>in the Annual Report on Form 20-F and other elements<br>of the year-end reporting suite of documents, taken as a<br>whole, are fair, balanced and understandable and provide<br>the information necessary for shareholders to assess the<br>company’s position and performance, business model<br>and strategy.<br>The committee oversaw the ongoing enhancement of the sustainability reporting control framework, which underpins<br>non-financial disclosures. The GAC deliberated on and provided input regarding the sustainability review chapter in<br>the Annual Report on Form 20-F. There were developments in preparation for compliance with new standards<br>for sustainability disclosures in both the UK and EU, albeit there remained significant uncertainty regarding the<br>implementation date for such standards. US developments continued to be monitored.<br>The committee supervised the review procedure for the year-end disclosures, encompassing central oversight<br>and coordination of the Annual Report on Form 20-F and other disclosures managed by the Finance function.<br>The documents were reviewed by the Executive Disclosure Committee before being considered by the GAC and<br>underwent a management certification process for the year-end reporting suite. The committee assessed whether<br>the annual, interim, and quarterly disclosures adhered to the requirements of the UK Corporate Governance Code,<br>ensuring they were deemed to be ‘fair, balanced, and understandable’. It consistently determined that the releases<br>met the necessary criteria. The external auditor also examined the statement as part of the year-end processes<br>and endorsed NatWest Group’s position. The committee received quarterly reports in respect of the application<br>of accounting policies, the most significant accounting judgements and estimates and received a summary<br>from management which outlines why the reporting suite taken as a whole is considered to be fair, balanced<br>and understandable.
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Internal Audit<br>The GAC is responsible for overseeing the Internal Audit function, monitoring its effectiveness and independence.<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Quarterly<br>opinions<br>To review quarterly opinions regarding the performance of<br>the governance, risk management, and internal control<br>framework, existing challenges, and the sufficiency of<br>corrective actions.<br>Throughout the year, the committee received quarterly opinions from Internal Audit. Internal Audit also highlighted<br>any material or emerging concerns identified during their audit activities. During 2025, the reporting cadence was<br>amended to provide detailed reporting on a bi-annual basis with abridged reports provided in Q1 and Q3. This was<br>in recognition of the improved control environment within NatWest Group. The committee also considered Internal<br>Audit’s updates on ongoing challenges, including operational resilience, automation, and key change programmes,<br>noting improvements in control validation rates, progress on simplification objectives and risk self-assessments, and<br>the sharing of audit-driven capabilities across the business. The committee thoroughly deliberated on Internal Audit’s<br>assessment of the robustness of the control environment which was assessed as of an acceptable standard or ‘met’.<br>Annual plan<br>and budget<br>To agree Internal Audit’s annual plan and budget<br>before the commencement of each year, as well as<br>any significant adjustments necessary during the year.<br>In December 2024, the committee approved the focus of the Internal Audit plan on the bank’s most high-risk areas.<br>This had changed from a remediation focus to those risks to the successful delivery of the NatWest Group’s strategy,<br>following the closure of significant legacy issues and the achievement of a ‘met’ control standard. The 2025 budget<br>remained consistent with the prior year, reflecting efficiencies secured within the function. Subsequently, in December<br>2025, the committee approved Internal Audit’s plan and budget for 2026.<br>Internal Audit<br>Charter and<br>independence<br>To approve the Internal Audit Charter each year and<br>reviews the independence of the Chief Audit Executive<br>(CAE) and function as a whole.<br>The GAC reviewed and approved the Internal Audit Charter which was consistent with prior years. The committee<br>also noted the Independence Statement and confirmed the independence of Internal Audit in December 2025.<br>Performance<br>evaluation<br>To monitor and review, at least annually, the effectiveness<br>of Internal Audit.<br>In 2025, the CAE continued to report to the GAC Chair with a secondary reporting line for administrative purposes<br>to the Group CEO.<br>The GAC assessed the annual performance (including risk performance) of the function and CAE. The 2025<br>evaluation of the Internal Audit function was carried out internally. Stakeholders across the bank, including the<br>GAC members, attendees and the external auditors, were invited to provide feedback, identifying areas of particular<br>strength and those for enhancement. The overall findings were positive, and the Internal Audit function was found<br>to be operating effectively with some opportunities to improve in respect of adopting a more holistic end to end<br>approach to reviews undertaken. Progress on recommendations made from the evaluation will be overseen by<br>the GAC in 2026.<br>Visit To undertake an annual deep dive session with members<br>of the Internal Audit leadership team.<br>Together with the Group BRC, the GAC participated in a successful deep dive session with Internal Audit’s<br>management team. A Variety of issues impacting the function were discussed, including succession planning for<br>the CAE, emerging thinking on the three lines of defence model, and approach to building the skills required for<br>the function of the future. Discussions also included the function’s increased usage of behavioural risk data science<br>techniques, data testing, adoption of Generative AI and continuous audit techniques. The committee agreed to<br>continued visibility at the committee for the potential internal CAE successors via presentation of the IA opinions.<br>Report of the Group Audit Committee continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 127 110
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Internal Audit<br>The GAC is responsible for overseeing the Internal Audit function, monitoring its effectiveness and independence.<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Quarterly<br>opinions<br>To review quarterly opinions regarding the performance of<br>the governance, risk management, and internal control<br>framework, existing challenges, and the sufficiency of<br>corrective actions.<br>Throughout the year, the committee received quarterly opinions from Internal Audit. Internal Audit also highlighted<br>any material or emerging concerns identified during their audit activities. During 2025, the reporting cadence was<br>amended to provide detailed reporting on a bi-annual basis with abridged reports provided in Q1 and Q3. This was<br>in recognition of the improved control environment within NatWest Group. The committee also considered Internal<br>Audit’s updates on ongoing challenges, including operational resilience, automation, and key change programmes,<br>noting improvements in control validation rates, progress on simplification objectives and risk self-assessments, and<br>the sharing of audit-driven capabilities across the business. The committee thoroughly deliberated on Internal Audit’s<br>assessment of the robustness of the control environment which was assessed as of an acceptable standard or ‘met’.<br>Annual plan<br>and budget<br>To agree Internal Audit’s annual plan and budget<br>before the commencement of each year, as well as<br>any significant adjustments necessary during the year.<br>In December 2024, the committee approved the focus of the Internal Audit plan on the bank’s most high-risk areas.<br>This had changed from a remediation focus to those risks to the successful delivery of the NatWest Group’s strategy,<br>following the closure of significant legacy issues and the achievement of a ‘met’ control standard. The 2025 budget<br>remained consistent with the prior year, reflecting efficiencies secured within the function. Subsequently, in December<br>2025, the committee approved Internal Audit’s plan and budget for 2026.<br>Internal Audit<br>Charter and<br>independence<br>To approve the Internal Audit Charter each year and<br>reviews the independence of the Chief Audit Executive<br>(CAE) and function as a whole.<br>The GAC reviewed and approved the Internal Audit Charter which was consistent with prior years. The committee<br>also noted the Independence Statement and confirmed the independence of Internal Audit in December 2025.<br>Performance<br>evaluation<br>To monitor and review, at least annually, the effectiveness<br>of Internal Audit.<br>In 2025, the CAE continued to report to the GAC Chair with a secondary reporting line for administrative purposes<br>to the Group CEO.<br>The GAC assessed the annual performance (including risk performance) of the function and CAE. The 2025<br>evaluation of the Internal Audit function was carried out internally. Stakeholders across the bank, including the<br>GAC members, attendees and the external auditors, were invited to provide feedback, identifying areas of particular<br>strength and those for enhancement. The overall findings were positive, and the Internal Audit function was found<br>to be operating effectively with some opportunities to improve in respect of adopting a more holistic end to end<br>approach to reviews undertaken. Progress on recommendations made from the evaluation will be overseen by<br>the GAC in 2026.<br>Visit To undertake an annual deep dive session with members<br>of the Internal Audit leadership team.<br>Together with the Group BRC, the GAC participated in a successful deep dive session with Internal Audit’s<br>management team. A Variety of issues impacting the function were discussed, including succession planning for<br>the CAE, emerging thinking on the three lines of defence model, and approach to building the skills required for<br>the function of the future. Discussions also included the function’s increased usage of behavioural risk data science<br>techniques, data testing, adoption of Generative AI and continuous audit techniques. The committee agreed to<br>continued visibility at the committee for the potential internal CAE successors via presentation of the IA opinions.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 127<br>External Audit<br>The GAC has responsibility for monitoring the independence and objectivity of the external auditor, the effectiveness of the audit process, for reviewing the bank’s financial relationship with the external<br>auditor, and fixing its remuneration. Ernst & Young has been NatWest Group’s auditor for 10 years following their appointment in 2016. Following a tender undertaken in 2022, the committee has<br>overseen the process to move to NatWest Group’s new auditor, PwC, ahead of their appointment from 2026. The GAC complied with the requirements of the FRC’s Audit Committees and the External<br>Audit: Minimum Standard (the Minimum Standard) and the Statutory Audit Services for Large Companies Market Investigation Order 2014 for the year ended 31 December 2025. In respect of the<br>Minimum Standard the committee noted requirements requiring full Board engagement on future audit tenders, and also considered whether shareholder engagement was warranted on the scope<br>of the external audit. It was concluded that such engagement was not warranted on the basis of existing shareholder dialogue.<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>External Audit<br>reports<br>To review reports prepared by the external auditor<br>in relation to NatWest Group’s financial results and<br>control environment.<br>The committee received quarterly reports on the review-related work and conclusions of the external auditor.<br>The reports included EY’s view of the judgements made by management, compliance with international financial<br>reporting standards, and the external auditor’s observations and assessment of effectiveness of internal controls<br>over financial reporting.<br>Audit plan<br>and fees<br>To consider the scope and planning of the external auditor<br>in relation to the audit of NatWest Group. It is authorised<br>by the shareholders to fix the remuneration of the<br>external auditor.<br>The GAC reviewed EY’s 2025 plan. It welcomed the external auditor’s focus on ECL, the valuation of financial<br>instruments with higher risk characteristics, the pension valuation and the net pension balance and IT access<br>management. In line with the authority granted to the committee by shareholders at the 2025 Annual General<br>Meeting to fix the remuneration of the external auditor, the GAC approved the audit fees for the year including<br>the fee for the 2025 interim results. The committee received confirmation from the external auditor that the fees<br>were appropriate to enable delivery of the required procedures to a high quality.<br>Annual<br>evaluation<br>To review and monitor the external auditor’s<br>independence and objectivity and the effectiveness of the<br>audit process, taking into consideration all relevant<br>professional and regulatory requirements.<br>The evaluation of the external auditor’s performance in 2025 was undertaken to assess the independence and<br>objectivity of the external auditor and the effectiveness of the audit process. The GAC members, attendees, finance<br>directors of businesses and functions, and key members of the Finance Team were consulted as part of the evaluation.<br>Stakeholders were invited to assess the external auditor’s independence, engagement, provision of robust challenge,<br>bench strength and reporting. The evaluation concluded that the external auditor was operating effectively and with<br>objectivity. Key strengths included the quality of the audit approach, the challenge presented to management, and<br>the bench strength and knowledge of the audit team. The evaluation also included consideration of the audit quality<br>reviews conducted by the FRC and the Public Company Accounting Oversight Board (PCAOB) during the year and<br>as part of the annual evaluation.<br>Audit partner To oversee the lead audit partner and resolution of any<br>points of disagreement with management.<br>Javier Faiz has been EY’s lead audit partner since H1 2024. The EY Lead Partner attended all meetings of the<br>committee in 2025 and met in private session with the committee members throughout the year. This provided the<br>external auditor an opportunity to raise any points of disagreement with management. No such points were raised by<br>the external auditor in 2025.<br>Additional<br>reports prepared<br>by the external<br>auditor<br>To review reports prepared by the external auditor in<br>relation to NatWest Group.<br>Auditor<br>transition<br>To oversee transition of the external auditor to PwC<br>in 2026.<br>The committee received bi-annual updates on progress with the transition of external audit services from Ernst &<br>Young to PwC for the 2026 year-end external audit. Confirmation was received that PwC achieved independence<br>from NatWest Group on 4 July 2025. Engagement continued to support PwC partners to develop an understanding<br>of the business of the NatWest Group, and in respect of securing access to the relevant data. PwC shadowed the<br>2025 year-end audit, which was completed by Ernst & Young, and have attended GAC meetings from July 2025.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 128 111<br>During 2025, the committee considered the results of the external auditor’s assurance procedures on compliance<br>with the FCA’s Client Asset Rules for NatWest Group’s regulated legal entities for the year ended 31 December 2025.
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External Audit continued<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Non-audit<br>services<br>To review and approve, at least annually, NatWest<br>Group’s policy in relation to the engagement of the<br>external auditors to perform audit and non-audit services<br>(the policy).<br>All audit and non-audit services are approved by, or on behalf of, the committee to safeguard the external auditor’s<br>independence and objectivity. The GAC reviewed and approved NatWest Group’s non-audit services policy in 2025.<br>Under the policy, all audit-related services and permitted non-audit service engagements are approved by the GAC,<br>with updates presented to each scheduled meeting.<br>Information on fees paid in respect of audit and non-audit services carried out by the external auditor can be found in<br>Note 6 to the consolidated financial statements.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 129 112<br>Where the fee for a non-audit service engagement is expected to exceed £100,000, a competitive tender process<br>must be held and interim approval is delegated to management, but this is subject to ratification at the next scheduled<br>GAC meeting. Where the fee is anticipated to be £250,000 or more, approval of all GAC members is required.<br>For fees between £100,000 and £250,000, work can be approved on an interim basis by the GAC Chair, subject<br>to subsequent ratification at the next scheduled GAC meeting. The policy permits the external auditor to undertake<br>engagements which are required by law or regulation, or relates to the provision of comfort letters in respect of<br>debt issuance by NatWest Group, provided prior approvals are in place in accordance with the policy. The policy also<br>allows NatWest Group to receive services from EY/PwC which result from a customer’s banking relationship, provided<br>prior approvals are in place in accordance with the policy. All such approvals are subsequently reported to the GAC.<br>The policy now applies to PwC during their shadowing period. Further details of the non-audit services policy can be<br>found on the NatWest Group website.
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External Audit continued<br>Matter Role of committee and context of discussion How the committee addressed the matter<br>Non-audit<br>services<br>To review and approve, at least annually, NatWest<br>Group’s policy in relation to the engagement of the<br>external auditors to perform audit and non-audit services<br>(the policy).<br>All audit and non-audit services are approved by, or on behalf of, the committee to safeguard the external auditor’s<br>independence and objectivity. The GAC reviewed and approved NatWest Group’s non-audit services policy in 2025.<br>Under the policy, all audit-related services and permitted non-audit service engagements are approved by the GAC,<br>with updates presented to each scheduled meeting.<br>Where the fee for a non-audit service engagement is expected to exceed £100,000, a competitive tender process<br>must be held and interim approval is delegated to management, but this is subject to ratification at the next scheduled<br>GAC meeting. Where the fee is anticipated to be £250,000 or more, approval of all GAC members is required.<br>For fees between £100,000 and £250,000, work can be approved on an interim basis by the GAC Chair, subject<br>to subsequent ratification at the next scheduled GAC meeting. The policy permits the external auditor to undertake<br>engagements which are required by law or regulation, or relates to the provision of comfort letters in respect of<br>debt issuance by NatWest Group, provided prior approvals are in place in accordance with the policy. The policy also<br>allows NatWest Group to receive services from EY/PwC which result from a customer’s banking relationship, provided<br>prior approvals are in place in accordance with the policy. All such approvals are subsequently reported to the GAC.<br>The policy now applies to PwC during their shadowing period. Further details of the non-audit services policy can be<br>found at natwestgroup.com.<br>Information on fees paid in respect of audit and non-audit services carried out by the external auditor can be found in<br>Note 6 to the consolidated financial statements.<br>Report of the Group Audit Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 129<br>Spotlight<br>UKCG Code Principle O<br>Changes<br>The Board is accountable for establishing<br>and maintaining an effective risk and<br>internal control framework across<br>NatWest Group and for determining<br>the nature and extent of principal risks<br>NatWest Group is willing to take to<br>achieve its long-term objectives.<br>The effectiveness of the EWRMF, NatWest’s primary<br>risk governance document, is assessed through RCPA<br>outcomes. In 2025, the EWRMF was maintained through<br>regular updates to the BRC on RCPA performance and<br>reports at each BRC and Board meeting on performance<br>against risk appetite and on top and emerging risks. The<br>Board approved the EWRMF, supported by Risk’s and<br>Internal Audit’s conclusion that it is effective, and by<br>NatWest Group’s positive RCPA outcome of ‘met’.<br>Spotlight<br>Cybersecurity focus<br>During 2025, information and<br>cybersecurity was a key area of focus<br>in response to high-profile external<br>attacks and escalating nation-state<br>activity. Intelligence highlights that<br>nation-state-directed cyberattacks<br>are growing in reach and targeting<br>a wider range of sectors, reflecting the<br>uncertainty of the geopolitical landscape.<br>In October, the UK Government urged CEOs and Chairs<br>of all FTSE 350 firms to make cybersecurity a board-level<br>responsibility. It listed three actions to strengthen cyber<br>resilience which NatWest Group had already embedded,<br>reinforcing their importance.<br>Spotlight<br>UKCG Code Provision 29<br>preparations<br>The GAC and Group BRC reviewed<br>progress towards meeting the new<br>internal control declaration requirements<br>under the UK Corporate Governance<br>Code which will be applicable for<br>2026 reporting.<br>The approach seeks to utilise the output of existing<br>internal risk and control assessment processes such<br>as testing carried out as part of the Sarbanes-Oxley<br>management assessment, risk and control performance<br>assessments, and existing assurance processes.<br>A definition of material control was agreed for the<br>purposes of meeting the Code’s requirements, and a<br>dry run of the assessment and reporting process was<br>undertaken to ensure readiness ahead of implementation<br>in 2026. The committees will oversee the completion<br>of a number of actions to enhance the approach<br>throughout 2026.<br>Governance in action<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 130 113<br>Further detail on the BRC’s review of the EWRMF is<br>on page 115.<br>For further detail on how information and cyber security was<br>considered by the Board and the BRC, please see pages 93<br>and 116.
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Report of the Group Board Risk Committee<br>the NatWest Group’s response to operational<br>resilience incidents; and improvements to<br>third-party recovery capabilities. Against<br>the backdrop of various high-profile external<br>cyberattacks, information and cybersecurity<br>was also a key focus for BRC, ensuring robust<br>controls and NatWest Group’s ability to<br>recover from potential attacks prioritised.<br>BRC maintained its rigorous oversight<br>of principal financial and strategic risks<br>throughout the year, critical to its focus on<br>emerging risks from the external environment.<br>This included detailed business portfolio<br>reviews as well as dedicated sessions on the<br>NatWest Group’s Private Markets business and<br>approach to balance sheet management, with<br>the committee encouraging ongoing focus on<br>reporting of aggregate exposures and return<br>on capital, as well as further development of<br>dynamic stress testing, encompassing<br>contagion and correlation risk.<br>Close committee oversight of model risk<br>remained a key priority for BRC, including<br>continued progress to enhance the Model Risk<br>Management Framework and delivery of<br>internal ratings-based models to comply with<br>regulatory expectations. During 2025, BRC<br>also devoted time to discussing AI deployment<br>within the NatWest Group, with particular<br>focus on enhancement of risk management<br>controls as well as the development and<br>governance of AI models.<br>In addition to the above principal areas of<br>focus, the committee continued its oversight<br>of NatWest Group’s other key financial and<br>non-financial risks, risk frameworks and<br>material change programmes. This included<br>progress with embedding Consumer Duty,<br>focusing on good customer outcomes across<br>priority products and services.<br>Thank you to everyone for their valuable<br>contributions to the committee during 2025,<br>especially my fellow directors, Patrick Flynn<br>and Lena Wilson, as well as Geeta Gopalan<br>and Gill Whitehead, both of whom joined the<br>committee in January 2025. Additionally,<br>I would like to thank Ian Cormack, Francesca<br>Barnes and Mark Rennison, for their insights<br>as non-executive directors and members<br>of NatWest Holdings BRC, attending BRC<br>meetings in an observational capacity. Mark<br>joined the NatWest Holdings BRC in January<br>2025 and Ian stepped down in May 2025.<br>Further information on areas of focus and<br>challenge by the committee during the year<br>is provided on the following pages.<br>Effectiveness review<br>Stuart Lewis<br>Chair of the Group Board Risk Committee<br>12 February 2026<br>Principal areas of focus<br> • Risk profile, risk appetite, and<br>emerging risks<br> • Operational risk, including operational<br>resilience and cybersecurity<br> • Financial and strategic risks<br> • Model risk<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Stuart Lewis 8 of 8<br>Patrick Flynn 8 of 8<br>Geeta Gopalan 8 of 8<br>Gill Whitehead* 6 of 8<br>Lena Wilson 8 of 8<br>There were no ad hoc meetings.<br> * Gill Whitehead was unable to attend two meetings<br>due to external commitments arranged prior to her<br>appointment to the committee.<br>Dear Shareholder,<br>I am pleased to present my third report as<br>Chair of the Group Board Risk Committee<br>(the committee or BRC).<br>This report describes how the BRC has fulfilled<br>its role in overseeing and advising the Board<br>in relation to current and potential future risk<br>exposures and risk profile; and in overseeing<br>the effectiveness of risk frameworks and<br>internal controls required to manage risk.<br>This year the committee assumed further<br>responsibilities from the Board, thereby<br>allowing the Board to devote additional time<br>to strategic discussions. In carrying out its<br>important role, the committee helps to ensure<br>NatWest Group supports its customers by<br>managing risk well and responding to the<br>evolving external environment.<br>Principal areas of focus in 2025<br>2025 has been defined by the turbulent<br>macroeconomic and geopolitical external<br>environment. BRC has therefore focused<br>on resultant emerging risks, considering the<br>potential impacts on NatWest Group’s risk<br>profile, its customers and supply chain, with<br>ongoing oversight of any mitigating actions.<br>BRC has also focused on ensuring that<br>NatWest Group’s risk appetite remains<br>appropriately calibrated against the<br>backdrop of the emerging risk landscape.<br>Operational risk remained a principal area<br>of focus, with BRC welcoming an improved<br>operational risk profile while continuing to<br>oversee the work to drive robust operational<br>risk management across NatWest Group.<br>This included detailed oversight of operational<br>resilience, encompassing the operational<br>resilience framework and required<br>enhancements; improvements in continuity<br>planning and resilience in key jurisdictions;<br>Outside of formal meetings, the BRC Chair met regularly<br>with the Group Chief Risk Officer and other members<br>of senior management to discuss key risk priorities<br>and issues.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 131 114<br>In accordance with the UK Corporate<br>Governance Code, an evaluation of the<br>performance of the Board and its committees,<br>including the BRC, was conducted internally in<br>2025. Further information on the review can<br>be found on pages 102 to 104.
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Report of the Group Board Risk Committee<br>the NatWest Group’s response to operational<br>resilience incidents; and improvements to<br>third-party recovery capabilities. Against<br>the backdrop of various high-profile external<br>cyberattacks, information and cybersecurity<br>was also a key focus for BRC, ensuring robust<br>controls and NatWest Group’s ability to<br>recover from potential attacks prioritised.<br>BRC maintained its rigorous oversight<br>of principal financial and strategic risks<br>throughout the year, critical to its focus on<br>emerging risks from the external environment.<br>This included detailed business portfolio<br>reviews as well as dedicated sessions on the<br>NatWest Group’s Private Markets business and<br>approach to balance sheet management, with<br>the committee encouraging ongoing focus on<br>reporting of aggregate exposures and return<br>on capital, as well as further development of<br>dynamic stress testing, encompassing<br>contagion and correlation risk.<br>Close committee oversight of model risk<br>remained a key priority for BRC, including<br>continued progress to enhance the Model Risk<br>Management Framework and delivery of<br>internal ratings-based models to comply with<br>regulatory expectations. During 2025, BRC<br>also devoted time to discussing AI deployment<br>within the NatWest Group, with particular<br>focus on enhancement of risk management<br>controls as well as the development and<br>governance of AI models.<br>In addition to the above principal areas of<br>focus, the committee continued its oversight<br>of NatWest Group’s other key financial and<br>non-financial risks, risk frameworks and<br>material change programmes. This included<br>progress with embedding Consumer Duty,<br>focusing on good customer outcomes across<br>priority products and services.<br>Thank you to everyone for their valuable<br>contributions to the committee during 2025,<br>especially my fellow directors, Patrick Flynn<br>and Lena Wilson, as well as Geeta Gopalan<br>and Gill Whitehead, both of whom joined the<br>committee in January 2025. Additionally,<br>I would like to thank Ian Cormack, Francesca<br>Barnes and Mark Rennison, for their insights<br>as non-executive directors and members<br>of NatWest Holdings BRC, attending BRC<br>meetings in an observational capacity. Mark<br>joined the NatWest Holdings BRC in January<br>2025 and Ian stepped down in May 2025.<br>Further information on areas of focus and<br>challenge by the committee during the year<br>is provided on the following pages.<br>Effectiveness review<br>In accordance with the UK Corporate<br>Governance Code, an evaluation of the<br>performance of the Board and its committees,<br>including the BRC, was conducted internally in<br>2025. Further information on the review can<br>be found on pages 119-121.<br>Stuart Lewis<br>Chair of the Group Board Risk Committee<br>12 February 2026<br>Principal areas of focus<br> • Risk profile, risk appetite, and<br>emerging risks<br> • Operational risk, including operational<br>resilience and cybersecurity<br> • Financial and strategic risks<br> • Model risk<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Stuart Lewis 8 of 8<br>Patrick Flynn 8 of 8<br>Geeta Gopalan 8 of 8<br>Gill Whitehead* 6 of 8<br>Lena Wilson 8 of 8<br>There were no ad hoc meetings.<br> * Gill Whitehead was unable to attend two meetings<br>due to external commitments arranged prior to her<br>appointment to the committee.<br>Dear Shareholder,<br>I am pleased to present my third report as<br>Chair of the Group Board Risk Committee<br>(the committee or BRC).<br>This report describes how the BRC has fulfilled<br>its role in overseeing and advising the Board<br>in relation to current and potential future risk<br>exposures and risk profile; and in overseeing<br>the effectiveness of risk frameworks and<br>internal controls required to manage risk.<br>This year the committee assumed further<br>responsibilities from the Board, thereby<br>allowing the Board to devote additional time<br>to strategic discussions. In carrying out its<br>important role, the committee helps to ensure<br>NatWest Group supports its customers by<br>managing risk well and responding to the<br>evolving external environment.<br>Principal areas of focus in 2025<br>2025 has been defined by the turbulent<br>macroeconomic and geopolitical external<br>environment. BRC has therefore focused<br>on resultant emerging risks, considering the<br>potential impacts on NatWest Group’s risk<br>profile, its customers and supply chain, with<br>ongoing oversight of any mitigating actions.<br>BRC has also focused on ensuring that<br>NatWest Group’s risk appetite remains<br>appropriately calibrated against the<br>backdrop of the emerging risk landscape.<br>Operational risk remained a principal area<br>of focus, with BRC welcoming an improved<br>operational risk profile while continuing to<br>oversee the work to drive robust operational<br>risk management across NatWest Group.<br>This included detailed oversight of operational<br>resilience, encompassing the operational<br>resilience framework and required<br>enhancements; improvements in continuity<br>planning and resilience in key jurisdictions;<br>Outside of formal meetings, the BRC Chair met regularly<br>with the Group Chief Risk Officer and other members<br>of senior management to discuss key risk priorities<br>and issues.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 131<br>Principal areas of Group Board Risk Committee focus in 2025<br>Theme Principal areas of committee focus Outcomes<br>For each principal risk, BRC considered a spotlight at least annually and received updates on performance against risk appetite at every meeting.<br>Risk profile<br>and reporting<br>BRC’s consideration of NatWest Group’s current and future risk profile in 2025 included<br>a particular focus on operational risk, model risk, credit risk and emerging risks. Group<br>Risk Reports discussed at every meeting were supplemented by strategic risk spotlights<br>and updates from principal subsidiary board risk committee chairs, providing a holistic<br>view of all risks and an escalation route for any issues. The BRC Chair also attended<br>the board risk committee meetings of principal subsidiaries on a rotational basis.<br>The committee received updates on progress with embedding NatWest Group’s<br>approach to risk culture, known as intelligent risk taking.<br>The committee supported the continued evolution of the Group Risk Report, and<br>enhancements to the presentation of key metrics including credit exposures. It welcomed<br>the progress made on automating reporting, whilst encouraging further automation and<br>data quality improvements to support more timely and insightful reporting.<br>The committee challenged management on NatWest Group’s preparedness in response<br>to macroeconomic and geopolitical developments, including potential 2nd, 3rd and 4th order<br>impacts. It requested further analysis to support strategic Board discussions. BRC also<br>challenged management on emerging risks, including cyberattacks and disruptive AI.<br>It sought and received assurance from management that NatWest Group’s risk appetite<br>remained appropriately calibrated in light of developments in emerging risks and the<br>macroeconomic environment. The committee also welcomed management’s<br>commitment to improving continuity planning and resilience in key jurisdictions.<br>Risk frameworks<br>(including risk<br>appetite), risk<br>management<br>strategy and<br>Risk function<br>oversight<br>BRC welcomed Risk’s and Internal Audit’s conclusion that the EWRMF was a<br>comprehensive and effective framework and recommended it to the Board for<br>approval. As part of its consideration of the framework, and in conjunction with<br>the Group Audit Committee, BRC reviewed management’s proposed approach<br>to ensure NatWest Group’s compliance with the requirements of the 2024 UK<br>Corporate Governance Code. For further information on this work, see page 130.<br>The committee maintained close oversight of NatWest Group’s risk appetite<br>framework, including the annual refresh of risk appetite, which was recommended<br>to the Board for approval.<br>Under delegated authority from the Board, the committee approved the enterprise-wide risk management strategy (EWRMS), which defines the strategy for risk<br>management at NatWest Group. BRC maintained oversight of the execution of the<br>EWRMS through regular reporting and spotlights on all priority EWRMS programmes.<br>The committee continued its oversight of Risk30, the strategic programme of<br>transformation activity within the Risk function and received assurance that<br>the function was adequately resourced to deliver its mandate.<br>The committee was satisfied that the EWRMF continued to support NatWest Group’s<br>ability to identify, assess, and manage risk in a manner consistent with its strategic<br>objectives and regulatory obligations. BRC welcomed Internal Audit’s recognition of<br>the progress made during 2025 to enhance the framework. The committee sought and<br>received management’s commitment to further enhancements to be delivered in 2026.<br>BRC continued to oversee NatWest Group’s risk appetite framework, challenging<br>management to simplify the framework in line with strategic and regulatory priorities.<br>As part of the annual risk appetite refresh, key committee discussions focused on model<br>risk and Private Markets, reflecting wider industry focus. BRC also reviewed the key<br>risk policies(1) and approved them under the authority delegated to it by the Board.<br>In approving the EWRMS, BRC encouraged management to ensure that it remained<br>dynamic and reflective of NatWest Group’s strategic ambitions and evolving risk profile,<br>in light of the wider macroeconomic uncertainty and the increased use of AI.<br>BRC requested management provide a forward-looking view of the capabilities<br>being developed through Risk30 to ensure an appropriate response to the evolving<br>risk landscape. The committee held a dedicated discussion on risk capabilities<br>and management committed to provide a Risk function capabilities profile to<br>the committee on a regular basis.<br>(1) Risk policies are in place for each principal risk and define, at a high level, the cascade of qualitative expectation, guidance and standards that stipulate the nature and extent of permissible risk taking. They are consistently applied across NatWest Group and subsidiary legal entities<br>and form part of the qualitative expression of risk appetite for each principal risk.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 132 115<br>BRC considered regular reports on legal and regulatory risks and developments and<br>held a dedicated session focusing on emerging risks and the macroeconomic and<br>geopolitical environment, considering the potential impacts on NatWest Group.<br>This included perspectives from external and internal subject matter experts and<br>complemented the updates on top and emerging risks received at every meeting.<br>Further information on how NatWest Group identifies and manages emerging risks<br>can be found in the Strategic Report on page 72.<br>In 2025 BRC continued to provide robust oversight of NatWest Group’s risk<br>frameworks (including risk appetite). The enterprise-wide risk management framework<br>(EWRMF) sets out NatWest Group’s overall approach to managing risk. Its effectiveness<br>is assessed through the Risk and Control Performance Assessment (RCPA) outcomes.<br>Further information can be found in the control environment update on page 116.
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Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Operational risk,<br>operational<br>resilience, and<br>information and<br>cybersecurity<br>The committee performed oversight across a range<br>of operational risks including technology end of<br>life remediation, payments technology, AI risk<br>management and operational resilience. BRC<br>reviewed the operational resilience self-assessment<br>prior to its approval by the Board and maintained<br>oversight over recommended enhancements.<br>Information and cybersecurity remained a key area<br>of focus, with updates on the overarching geopolitical<br>threat landscape, privileged access management,<br>industry-wide insider threat risks and learnings from<br>read-across activity on external cyberattacks.<br>BRC welcomed confirmation by management and Internal Audit of improvements to NatWest Group’s operational risk<br>profile during 2025, driven by the elimination of very high risks through the risk and control self-assessment process and<br>effective prioritisation of key programmes. Management were challenged to ensure focus on technology end of life<br>remediation was maintained.<br>The committee was updated on AI deployment within NatWest Group and actions to enhance risk management controls.<br>It was agreed that in 2026 AI risks would be reported in a consolidated AI dashboard to support committee oversight.<br>In supporting the Board in its oversight of operational resilience, BRC challenged management to ensure that<br>enhancements were appropriately prioritised and resourced. The importance of NatWest Group’s holistic approach to the<br>management of operational resilience was also noted. The committee provided oversight of management’s response to<br>operational resilience incidents, supporting improvements to third-party recovery capabilities and the development of<br>supplier-level playbooks to mitigate business impacts in the event of prolonged outages.<br>BRC challenged management on actions to mitigate increased information and cybersecurity risks resulting from the<br>evolving geopolitical landscape and requested further consideration of any increased resources or investment required.<br>The committee encouraged management to prioritise recoverability and also considered the implications of increased<br>insider threats across the global financial sector, receiving assurance on measures taken. The committee noted NatWest’s<br>Group compliance with HM Government’s Cyber Governance Code of Practice.<br>Control<br>environment<br>BRC continued to monitor the effectiveness of<br>internal controls for managing risk during 2025.<br>Regular updates were received on performance<br>against the RCPA criteria and BRC also considered<br>the outcomes of the end of year RCPA assessment.<br>The committee welcomed confirmation from management that NatWest Group’s overall control environment remained<br>stable, with a RCPA ‘met’ rating. The committee reviewed and supported management’s report on the internal controls<br>required to manage risk.<br>Outsourcing and<br>third-party risk<br>management<br>BRC provided oversight of NatWest Group’s<br>outsourcing and third-party risk management<br>arrangements, including oversight of critical service<br>providers. Focus areas included the alignment of<br>third-party risk management with operational<br>resilience, particularly in relation to supplier<br>recovery capabilities and scenario testing.<br>Following Board delegation, the committee approved<br>the NatWest Group’s outsourcing policy standards.<br>The committee was pleased to note that NatWest Group’s outsourcing framework remained effective and that, overall,<br>risks had been reduced.<br>It supported the continued integration of third-party risk into NatWest Group’s operational resilience self-assessment,<br>including through supplier-proven recovery plans, and encouraged further alignment of frameworks to ensure consistency<br>and efficiency.<br>In light of the industry-wide heightened risk of cyberattacks, BRC challenged the cyber resiliency of NatWest’s supply<br>chain and received assurances from management on the protections in place.<br>BRC also discussed internal group outsourcing arrangements and requested further management action to confirm<br>appropriate service levels.<br>Report of the Group Board Risk Committee continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 133 116
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Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Operational risk,<br>operational<br>resilience, and<br>information and<br>cybersecurity<br>The committee performed oversight across a range<br>of operational risks including technology end of<br>life remediation, payments technology, AI risk<br>management and operational resilience. BRC<br>reviewed the operational resilience self-assessment<br>prior to its approval by the Board and maintained<br>oversight over recommended enhancements.<br>Information and cybersecurity remained a key area<br>of focus, with updates on the overarching geopolitical<br>threat landscape, privileged access management,<br>industry-wide insider threat risks and learnings from<br>read-across activity on external cyberattacks.<br>BRC welcomed confirmation by management and Internal Audit of improvements to NatWest Group’s operational risk<br>profile during 2025, driven by the elimination of very high risks through the risk and control self-assessment process and<br>effective prioritisation of key programmes. Management were challenged to ensure focus on technology end of life<br>remediation was maintained.<br>The committee was updated on AI deployment within NatWest Group and actions to enhance risk management controls.<br>It was agreed that in 2026 AI risks would be reported in a consolidated AI dashboard to support committee oversight.<br>In supporting the Board in its oversight of operational resilience, BRC challenged management to ensure that<br>enhancements were appropriately prioritised and resourced. The importance of NatWest Group’s holistic approach to the<br>management of operational resilience was also noted. The committee provided oversight of management’s response to<br>operational resilience incidents, supporting improvements to third-party recovery capabilities and the development of<br>supplier-level playbooks to mitigate business impacts in the event of prolonged outages.<br>BRC challenged management on actions to mitigate increased information and cybersecurity risks resulting from the<br>evolving geopolitical landscape and requested further consideration of any increased resources or investment required.<br>The committee encouraged management to prioritise recoverability and also considered the implications of increased<br>insider threats across the global financial sector, receiving assurance on measures taken. The committee noted NatWest’s<br>Group compliance with HM Government’s Cyber Governance Code of Practice.<br>Control<br>environment<br>BRC continued to monitor the effectiveness of<br>internal controls for managing risk during 2025.<br>Regular updates were received on performance<br>against the RCPA criteria and BRC also considered<br>the outcomes of the end of year RCPA assessment.<br>The committee welcomed confirmation from management that NatWest Group’s overall control environment remained<br>stable, with a RCPA ‘met’ rating. The committee reviewed and supported management’s report on the internal controls<br>required to manage risk.<br>Outsourcing and<br>third-party risk<br>management<br>BRC provided oversight of NatWest Group’s<br>outsourcing and third-party risk management<br>arrangements, including oversight of critical service<br>providers. Focus areas included the alignment of<br>third-party risk management with operational<br>resilience, particularly in relation to supplier<br>recovery capabilities and scenario testing.<br>Following Board delegation, the committee approved<br>the NatWest Group’s outsourcing policy standards.<br>The committee was pleased to note that NatWest Group’s outsourcing framework remained effective and that, overall,<br>risks had been reduced.<br>It supported the continued integration of third-party risk into NatWest Group’s operational resilience self-assessment,<br>including through supplier-proven recovery plans, and encouraged further alignment of frameworks to ensure consistency<br>and efficiency.<br>In light of the industry-wide heightened risk of cyberattacks, BRC challenged the cyber resiliency of NatWest’s supply<br>chain and received assurances from management on the protections in place.<br>BRC also discussed internal group outsourcing arrangements and requested further management action to confirm<br>appropriate service levels.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 133<br>Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Financial and<br>strategic risks<br>BRC maintained rigorous oversight of NatWest<br>Group’s principal financial and strategic risks<br>throughout the year. Regular reporting in the Group<br>Risk Report was supplemented by focused reviews<br>including the retail and wholesale credit risk portfolios,<br>capital and credit risk mitigation, traded and non-traded market risk and balance sheet management.<br>These in-depth reviews were further enhanced by<br>business specific strategic risk presentations, ensuring<br>the committee had a comprehensive understanding<br>of the overall risk landscape.<br>At the committee’s request, management delivered<br>dedicated sessions to review NatWest Group’s<br>Private Markets business, as well as wholesale<br>credit stewardship, providing further risk insight<br>and analysis.<br>Capital, liquidity and funding requirements<br>were subject to ongoing BRC review, providing<br>recommendations to the Board as required.<br>Following Board delegation, BRC reviewed and<br>approved the NatWest Group’s ICAAP and<br>ILAAP submissions.<br>Additionally, the committee considered risks to<br>NatWest Group’s strategic and financial plan,<br>pension risk, and climate and nature risk.<br>BRC welcomed confirmation that the retail and wholesale credit risk portfolios remained stable and within appetite.<br>The committee received assurance regarding the range of techniques used to support vulnerable customers and<br>reinforced the importance of continuous improvement to ensure good customer outcomes. Regarding the wholesale<br>portfolio, a detailed review of Private Markets, securitisation activity, leveraged funds and NatWest Group’s balance<br>sheet management programme resulted in committee challenges including capital efficiency and return on capital, risk<br>mitigation, securitisation funding, stress testing approach and concentration risk management. In response, management<br>outlined ongoing enhancements to limit setting, the reporting of aggregate exposures, data quality and dynamic stress<br>testing, encompassing contagion risk and layered correlations.<br>BRC reviewed traded and non-traded market risk exposures and challenged management on limit structures and<br>adequacy of controls. The committee also discussed the implications of macroeconomic volatility necessitating the<br>need for enhanced oversight and received regular updates on actions taken.<br>In its consideration and approval of the ICAAP and ILAAP, BRC challenged management on the assumptions used<br>in leverage planning floors and stressed outflow coverage. It sought assurance that the risk of digitisation on deposit<br>outflows had been sufficiently considered and supported continued monitoring of deposit trends.<br>The committee discussed the execution risks involved in the delivery of the strategic and financial plan, receiving<br>confirmation from management that they were being appropriately managed.<br>During the annual pension risk spotlight, BRC discussed the continuation of the buy-in transactions with third-party<br>insurers entered into by the Trustee of the NatWest Group Pension Fund, welcoming confirmation of the overall<br>reduction in risk profile.<br>In its consideration of climate and nature risk, BRC challenged management to review whether climate and nature risk<br>appetite continued to reflect NatWest Group’s evolving climate strategy and received assurance from management that<br>risk appetite remained appropriate. BRC considered the embedding of climate considerations into strategic decision-making and also discussed the importance of robust data as a key enabler of a mature climate and nature risk<br>framework.<br>Model risk On behalf of the Board, the committee maintained<br>close oversight of model risk throughout 2025. This<br>included regular progress updates on the model risk<br>management programme established to deliver a<br>robust model risk framework and ensure compliance<br>with the Prudential Regulation Authority’s (PRA)<br>Supervisory Statement SS1/23. BRC activity also<br>included oversight of the annual SS1/23 self-assessment outcomes.<br>BRC focus remained on the status of the internal<br>ratings based (IRB) transformation programme<br>established to deliver new models to meet regulatory<br>expectations. Updates on trading book risk models to<br>achieve regulatory compliance were also received.<br>The committee noted the substantive progress in implementing the model risk framework enhancements required under<br>SS1/23. It supported management’s proposed actions to address regulatory feedback, whilst providing challenge to ensure<br>that all regulatory expectations were met. BRC also considered the robustness of the validation process and requested<br>enhanced reporting in the Group Risk Report to improve committee oversight.<br>The development and governance of AI models was specifically considered by BRC, including the need to ensure<br>appropriate resource and skillsets throughout the model lifecycle.<br>Through its oversight of the IRB transformation programme, BRC received regular updates on the status of NatWest<br>Group’s IRB models, including regulatory feedback received and associated impacts on temporary model adjustments.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 134 117<br>Additionally, at BRC’s request, Board training was arranged on NatWest Group’s most material models, further supporting<br>Board-level oversight of the model risk framework. More information can be found in the Board report on page 96.
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Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Stress testing,<br>recovery and<br>resolvability<br>BRC reviewed the outputs of the Bank of England’s<br>(BoE) Final Report of the System Wide Exploratory<br>Scenario exercise carried out over the prior two-year<br>period and approved under Board delegated authority<br>the macroeconomic scenario and expansion used in<br>the 2025 Bank Capital Stress Test (BCST), together<br>with the BCST results ahead of their submission to<br>the BoE.<br>BRC approved under Board delegated authority the<br>stress scenarios used for monitoring the NatWest<br>Group’s risk profile relative to risk appetite.<br>In considering the BCST results, the committee sought confirmation of the adequacy of model overlays used and noted<br>that NatWest Group had passed the stress test, significantly ahead of the stress minimum requirement, with no strategic<br>management actions required.<br>In approving the stress scenarios to be used for monitoring a moderate, severe and extreme stress, BRC discussed the<br>robustness of the underlying growth assumptions and noted the economic modelling used.<br>Conduct and<br>regulatory<br>compliance risk<br>The committee received regular updates throughout<br>the year on conduct and regulatory compliance<br>matters. This included updates on embedding<br>Consumer Duty as well as Group and business<br>specific conduct and regulatory compliance updates.<br>The committee welcomed confirmation that NatWest Group’s conduct and regulatory compliance risk profile remained<br>within appetite, with continued progress made in strengthening controls and improving customer outcomes. It also<br>welcomed confirmation of the positive progress made on the programme established to respond to the review carried<br>out by the Department of Justice Compliance Monitor.<br>BRC challenged management to ensure good customer outcomes across priority products and services and received<br>regular updates on improvements underway.<br>Data risk<br>management<br>and BCBS239<br>BRC received updates on NatWest Group’s data<br>strategy programme of work, including progress<br>against management’s return to appetite plan.<br>On behalf of the Board the committee also reviewed<br>and approved NatWest Group’s data aggregation and<br>risk reporting framework (BCBS239) and considered<br>its assessment of BCBS239 compliance prior to<br>regulatory submission.<br>Management’s progress against the data strategy return to appetite plans was welcomed by BRC. The committee<br>sought and received assurance regarding the embedding of centralised data standards and controls across businesses.<br>Regarding BCBS239, the committee welcomed confirmation that the enhancements made to the assessment<br>methodology had improved the robustness of the annual assessment process, aligning NatWest Group with industry<br>best practice. BRC encouraged continued enhancement of data capabilities to support timely reporting and effective<br>risk oversight.<br>Financial crime<br>and Fraud<br>In addition to dedicated financial crime spotlights and<br>regular updates, BRC received the Money Laundering<br>Reporting Officer’s (MLRO) report.<br>The committee also received updates on NatWest<br>Group’s fraud prevention strategy, including the use<br>of AI to detect and prevent fraud. Broader industry<br>developments were considered as part of BRC’s<br>oversight of fraud related risks, including an update<br>on complex investment scams.<br>The committee welcomed confirmation that NatWest Group’s financial crime risk profile remained stable and of RBSI’s<br>return to appetite on schedule. It continued to encourage management to focus on evolution and investment to meet<br>challenges and regulatory expectations.<br>BRC considered NatWest Group’s fraud risk performance, noting its positive trajectory. It supported the ongoing<br>engagement with government and industry stakeholders and encouraged continued investment in preventative controls<br>and customer education.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 135 118<br>Following prior committee challenge, the Board undertook an operational resilience, recovery and resolution fire drill<br>exercise and wash up. Further information can be found in the Board update on page 93.
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Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Stress testing,<br>recovery and<br>resolvability<br>BRC reviewed the outputs of the Bank of England’s<br>(BoE) Final Report of the System Wide Exploratory<br>Scenario exercise carried out over the prior two-year<br>period and approved under Board delegated authority<br>the macroeconomic scenario and expansion used in<br>the 2025 Bank Capital Stress Test (BCST), together<br>with the BCST results ahead of their submission to<br>the BoE.<br>BRC approved under Board delegated authority the<br>stress scenarios used for monitoring the NatWest<br>Group’s risk profile relative to risk appetite.<br>In considering the BCST results, the committee sought confirmation of the adequacy of model overlays used and noted<br>that NatWest Group had passed the stress test, significantly ahead of the stress minimum requirement, with no strategic<br>management actions required.<br>In approving the stress scenarios to be used for monitoring a moderate, severe and extreme stress, BRC discussed the<br>robustness of the underlying growth assumptions and noted the economic modelling used.<br>Following prior committee challenge, the Board undertook an operational resilience, recovery and resolution fire drill<br>exercise and wash up. Further information can be found in the Board update on page 110.<br>Conduct and<br>regulatory<br>compliance risk<br>The committee received regular updates throughout<br>the year on conduct and regulatory compliance<br>matters. This included updates on embedding<br>Consumer Duty as well as Group and business<br>specific conduct and regulatory compliance updates.<br>The committee welcomed confirmation that NatWest Group’s conduct and regulatory compliance risk profile remained<br>within appetite, with continued progress made in strengthening controls and improving customer outcomes. It also<br>welcomed confirmation of the positive progress made on the programme established to respond to the review carried<br>out by the Department of Justice Compliance Monitor.<br>BRC challenged management to ensure good customer outcomes across priority products and services and received<br>regular updates on improvements underway.<br>Data risk<br>management<br>and BCBS239<br>BRC received updates on NatWest Group’s data<br>strategy programme of work, including progress<br>against management’s return to appetite plan.<br>On behalf of the Board the committee also reviewed<br>and approved NatWest Group’s data aggregation and<br>risk reporting framework (BCBS239) and considered<br>its assessment of BCBS239 compliance prior to<br>regulatory submission.<br>Management’s progress against the data strategy return to appetite plans was welcomed by BRC. The committee<br>sought and received assurance regarding the embedding of centralised data standards and controls across businesses.<br>Regarding BCBS239, the committee welcomed confirmation that the enhancements made to the assessment<br>methodology had improved the robustness of the annual assessment process, aligning NatWest Group with industry<br>best practice. BRC encouraged continued enhancement of data capabilities to support timely reporting and effective<br>risk oversight.<br>Financial crime<br>and Fraud<br>In addition to dedicated financial crime spotlights and<br>regular updates, BRC received the Money Laundering<br>Reporting Officer’s (MLRO) report.<br>The committee also received updates on NatWest<br>Group’s fraud prevention strategy, including the use<br>of AI to detect and prevent fraud. Broader industry<br>developments were considered as part of BRC’s<br>oversight of fraud related risks, including an update<br>on complex investment scams.<br>The committee welcomed confirmation that NatWest Group’s financial crime risk profile remained stable and of RBSI’s<br>return to appetite on schedule. It continued to encourage management to focus on evolution and investment to meet<br>challenges and regulatory expectations.<br>BRC considered NatWest Group’s fraud risk performance, noting its positive trajectory. It supported the ongoing<br>engagement with government and industry stakeholders and encouraged continued investment in preventative controls<br>and customer education.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 135<br>Principal areas of Group Board Risk Committee focus in 2025 continued<br>Theme Principal areas of committee focus Outcomes<br>Transformation/<br>major change<br>programmes<br>The committee continued to oversee the delivery of<br>NatWest Group’s transformation and major change<br>programmes and their performance against risk<br>appetite. Regular updates were included in the Group<br>Risk Report and BRC also received biannual spotlights.<br>The committee reviewed the progress of NatWest Group’s most material change initiatives and oversaw the material<br>execution risks inherent in material change programmes. In response to prior committee feedback, it was noted<br>management had further broadened the scope of the major change programmes reported. Following a challenge from<br>BRC, management provided further explanation of the approach to managing programme interdependencies and the<br>process for escalating risks and issues across the portfolio. The committee also challenged whether delivery dates were<br>ambitious enough.<br>Reputational risk The committee maintained oversight of NatWest<br>Group’s reputational risk profile throughout the year.<br>During the annual spotlight, BRC received updates<br>on the operation of the Reputational Risk Framework<br>and enhancements that were underway.<br>BRC discussed key reputational risks across the industry and sought assurance from management on the processes in<br>place to horizon scan for reputational risks. The committee requested that the Group Risk Report be further augmented<br>with increased information on emerging reputational risks to enhance its oversight. BRC was pleased to receive<br>confirmation from management that the reputational risk profile was stable and that the reputational risk framework<br>was operating effectively following changes previously introduced to strengthen it.<br>Remuneration The committee continued to provide oversight of<br>NatWest Group’s accountability and remuneration<br>arrangements, working closely with RemCo.<br>Following prior BRC challenge and completion of a peer benchmarking exercise, the committee supported proposals to<br>streamline its involvement in remuneration and accountability considerations, reflecting the NatWest Group’s improved<br>risk performance and culture, whilst still aligning with regulatory expectations and market practice.<br>BRC reviewed and recommended to RemCo the outcomes of the 2025 remuneration risk performance assessments for<br>the purposes of calculating variable pay, in addition to proposed Risk & Control goals of the NatWest Group Executive<br>Committee members and attendees (ExCo) and individual performance goals for the Group Chief Risk Officer.<br>The committee carried out its annual review of the Material Risk Taker framework and policy.<br>Report of the Group Board Risk Committee continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 136 119<br>Further detail on how risk is considered in<br>remuneration decisions can be found in the<br>Directors’ remuneration report on pages 123 to<br>151.
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Report of the Group Technology, Innovation<br>and Simplification Committee<br>The committee held spotlight sessions including<br>deep dives on unlocking the power of data, the<br>advancement of device capabilities, and AI<br>research and strategy.<br>With the rapid evolution of technology and AI,<br>TISC ensures the Group’s work remains on<br>track while challenging the level of ambition<br>on customer centricity with a customer future<br>back approach.<br>Each TISC meeting features interlinked agenda<br>items, connected by a common strategic<br>thread. We maintain close alignment with the<br>Board Risk Committee and the Performance<br>and Remuneration Committee, ensuring no<br>duplication or overlap. External perspective on<br>selected items is presented providing insight<br>into potential threats and implications for<br>the Group.<br>Effectiveness review<br>Conclusion<br>I would like to thank my fellow directors,<br>executive management and those who<br>presented updates to the committee during<br>2025. My special thanks to Francesca Barnes,<br>SID of NatWest Holdings for her invaluable<br>contribution. I am also thankful for the support<br>provided by the NatWest Digital X team who<br>have helped shape the topics covered by TISC.<br>Yasmin Jetha<br>Chair of the Group Technology, Innovation and<br>Simplification Committee<br>12 February 2026<br>Principal areas of focus<br> • Business initiatives to digitise<br>customer engagement<br> • Simplification initiatives<br> • Modernised technology platforms<br>and design choices<br> • External perspectives on Innovation/<br>Disruption threats and implications<br>for the bank<br>At its final meeting in March 2025,<br>SBC considered the housing sector;<br>the defence sector; ethical, social and<br>environmental policy; the implementation<br>of a new performance management<br>approach; and the activation and<br>embedding plan for the winning together<br>strategy and related behaviours.<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Yasmin Jetha (Chair) 3 of 3<br>Roisin Donnelly 3 of 3<br>Geeta Gopalan 3 of 3<br>Gillian Whitehead 3 of 3<br>Lena Wilson 3 of 3<br>There were no ad hoc meetings of<br>the committee.<br>Dear Shareholder,<br>I am delighted to present my report as Chair<br>of the Group Technology, Innovation and<br>Simplification Committee (the committee<br>or TISC).<br>Following the 2024 Board effectiveness<br>review, it was decided to evolve the SBC<br>into the TISC, a new Board-level committee<br>with effect from 1 June 2025. The new<br>committee is responsible for providing<br>strategic oversight and advice on NatWest<br>Group’s use of technology, data, and<br>innovation to support delivery of its strategic<br>ambitions, leaving former SBC topics<br>regarding ESG and workforce related<br>matters as Group Board’s areas of focus<br>in recognition of their strategic importance.<br>A summary of the final SBC meeting is<br>included in the box below.<br>TISC’s areas of focus are underpinned<br>by strong engagement with executive<br>management. The TISC is committed to<br>ensuring that management proposals<br>relating to the use of technology<br>and innovation:<br> • are aligned with the Group’s purpose and<br>strategy and that the technological enablers<br>support the simplification initiatives across<br>the Group;<br> • can demonstrate they increase market<br>agility, operating leverage, enhance<br>customer experience and engagement,<br>and use automation;<br> • highlight NatWest’s position versus<br>competitors, and what is best in<br>class that we could learn from; and<br> • detail the current baseline position with a<br>future-state outlook focused on outcomes,<br>with interim milestones on the path to<br>that state.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 137 120<br>In accordance with the Code, an evaluation<br>of the performance of the Board and its<br>committees, including TISC, was conducted<br>internally in 2025. Further information on the<br>findings, outcomes and actions arising from this<br>review can be found on pages 102 to 104.
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Report of the Group Technology, Innovation<br>and Simplification Committee<br>The committee held spotlight sessions including<br>deep dives on unlocking the power of data, the<br>advancement of device capabilities, and AI<br>research and strategy.<br>With the rapid evolution of technology and AI,<br>TISC ensures the Group’s work remains on<br>track while challenging the level of ambition<br>on customer centricity with a customer future<br>back approach.<br>Each TISC meeting features interlinked agenda<br>items, connected by a common strategic<br>thread. We maintain close alignment with the<br>Board Risk Committee and the Performance<br>and Remuneration Committee, ensuring no<br>duplication or overlap. External perspective on<br>selected items is presented providing insight<br>into potential threats and implications for<br>the Group.<br>Effectiveness review<br>In accordance with the Code, an evaluation<br>of the performance of the Board and its<br>committees, including TISC, was conducted<br>internally in 2025. Further information on the<br>findings, outcomes and actions arising from<br>this review can be found on pages 119 to 121.<br>Conclusion<br>I would like to thank my fellow directors,<br>executive management and those who<br>presented updates to the committee during<br>2025. My special thanks to Francesca Barnes,<br>SID of NatWest Holdings for her invaluable<br>contribution. I am also thankful for the support<br>provided by the NatWest Digital X team who<br>have helped shape the topics covered by TISC.<br>Yasmin Jetha<br>Chair of the Group Technology, Innovation and<br>Simplification Committee<br>12 February 2026<br>Principal areas of focus<br>• Business initiatives to digitise<br>customer engagement<br>• Simplification initiatives<br>• Modernised technology platforms<br>and design choices<br>• External perspectives on Innovation/<br>Disruption threats and implications<br>for the bank<br>At its final meeting in March 2025,<br>SBC considered the housing sector;<br>the defence sector; ethical, social and<br>environmental policy; the implementation<br>of a new performance management<br>approach; and the activation and<br>embedding plan for the winning together<br>strategy and related behaviours.<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Yasmin Jetha (Chair) 3 of 3<br>Roisin Donnelly 3 of 3<br>Geeta Gopalan 3 of 3<br>Gillian Whitehead 3 of 3<br>Lena Wilson 3 of 3<br>There were no ad hoc meetings of<br>the committee.<br>Dear Shareholder,<br>I am delighted to present my report as Chair<br>of the Group Technology, Innovation and<br>Simplification Committee (the committee<br>or TISC).<br>Following the 2024 Board effectiveness<br>review, it was decided to evolve the SBC<br>into the TISC, a new Board-level committee<br>with effect from 1 June 2025. The new<br>committee is responsible for providing<br>strategic oversight and advice on NatWest<br>Group’s use of technology, data, and<br>innovation to support delivery of its strategic<br>ambitions, leaving former SBC topics<br>regarding ESG and workforce related<br>matters as Group Board’s areas of focus<br>in recognition of their strategic importance.<br>A summary of the final SBC meeting is<br>included in the box below.<br>TISC’s areas of focus are underpinned<br>by strong engagement with executive<br>management. The TISC is committed to<br>ensuring that management proposals<br>relating to the use of technology<br>and innovation:<br>• are aligned with the Group’s purpose and<br>strategy and that the technological enablers<br>support the simplification initiatives across<br>the Group;<br>• can demonstrate they increase market<br>agility, operating leverage, enhance<br>customer experience and engagement,<br>and use automation;<br>• highlight NatWest’s position versus<br>competitors, and what is best in<br>class that we could learn from; and<br>• detail the current baseline position with a<br>future-state outlook focused on outcomes,<br>with interim milestones on the path to<br>that state.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 137<br>Theme Principal areas of committee focus Outcomes<br>Business<br>initiatives to<br>digitise customer<br>engagement<br>• Retail Customer Contact Transformation: The committee covered<br>the use of technology (notably AWS Connect) to streamline customer<br>experience across channels, with a focus on maintaining human<br>contact at critical moments (e.g., bereavement). This included simplifying<br>technology architecture so customer information and context followed<br>the customer across channels, and reduced colleague cognitive load<br>through AI augmentation.<br>• Personalised Messaging and Data-Driven Engagement:<br>The committee reviewed how investment in AI was enabling<br>event and trigger-based personalised messaging, aiming for faster,<br>higher-quality, and lower-cost content delivery. The ambition was to<br>speed up campaign launch times. New content creation capabilities<br>were demonstrated and the committee reinforced the importance<br>of tone, consistency, and regulatory compliance in messaging.<br>• Customer Data Mastering: The committee considered plans to master<br>customer data logically in one place, improving resilience and enabling<br>sharing across platforms.<br>TISC recommended that scenario analysis and management actions to mitigate revenue disruption<br>be presented to a future Board meeting. TISC also recommended consideration be given as to how<br>M&A targets are assessed for their support of agile, AI-driven customer data approaches. Additional<br>recommendations included establishing an early-adopter customer group to test new features and<br>developing colleague and investor narratives to outline key deliverables in the journey towards a<br>single customer view.<br>Engagement with customers was reviewed including the frequency of refresh of marketing<br>permissions and the importance of ensuring appropriate use of customer data reinforced.<br>The committee also reviewed the implications of third-party data use, social proofing, and<br>the challenges of delivering dynamic content within regulatory constraints and encouraged<br>management to engage the Information Commissioners Office on notification disclaimers.<br>The use of third-party data (e.g., rewards) and the challenges of integration were discussed, as<br>well as the importance of cognitive behavioural science in understanding customer conversations.<br>Simplification<br>initiatives<br>• Simplification Key Results: Progress of the Group against Key Results<br>targets for simplification within NatWest Digital X was monitored.<br>• Digital X Simplification Strategy: The June meeting highlighted three<br>fundamental outcomes: customer engagement, agility, and cost/FTE<br>reduction. The strategy was to position the Group as a platform bank<br>at the convergence of finance and technology, with rapid evolution in<br>technology and data/AI, and a strong focus on removing complex<br>orchestration layers to speed up delivery. It was also noted that an<br>Architectural Council has been established to govern simplification<br>activity, ensuring alignment with strategic targets and oversight of<br>transformation prioritisation.<br>The appropriateness and the level of ambition within Key Results targets for simplification was<br>challenged resulting in a reset of a number of Key Results through a customer lens.<br>The level of ambition within the plans, and the need to consider the use of AI from a trust standpoint<br>was challenged; and the need for clarification regarding what was remediation activity rather than<br>simplification work was discussed.<br>The importance of the underlying architecture to further increase agility was reinforced.<br>Report of the Group Technology, Innovation and Simplification Committee continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 138 121
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Theme Principal areas of committee focus Outcomes<br>Modernised<br>technology<br>platforms and<br>design choices<br>• Bankline Transformation: The transformation of the Bankline platform<br>is central to the Commercial & Institutional (C&I) business, addressing<br>outdated systems and service gaps. The programme aims to re-engineer<br>the platform to be cloud-ready, improve customer experience, and<br>reduce vulnerabilities to cyberattack and fraud. The pace of delivery<br>has increased, with the Group benchmarked as the number one for<br>release delivery in 2025 (source: Source: Curinos, H2 Commercial<br>Digital Tracker).<br>• Digital Spine and Data Marketplace: The Digital Spine is being<br>developed as a set of shared capabilities for reuse across the<br>Group, supporting improved customer journeys and agility. The data<br>marketplace is intended to combine siloed data sets, reduce point-to-point sourcing, and drive operational efficiency. The adoption of Agentic<br>AI-based architecture requires centralised data and Application<br>Programming Interfaces (APIs), with several applications in development.<br>• AI Feature Teams and Adoption: The establishment of an AI feature<br>team, with deliverables expected by the end of 2025. AI adoption<br>is progressing, with tools like CoPilot Chat and Aiden (an internally<br>developed generative AI tool) rolled out to employees, with an initial<br>focus on building avatars capable of developing an empathetic<br>response; and deepfake detection capabilities.<br>• Industry and bank-specific AI adoption: External guests from NVIDIA<br>and the Group’s Chief AI Research Officer provided an opinion on the<br>evolution of AI, emerging use cases, and the sustainability of current<br>market valuations. This included the strategic importance of data,<br>monetisation via proprietary models, industry adoption, and the impact<br>on customer relationships and staff roles. This evolution of large<br>language models, Agentic AI, and the Group’s ambition for operating<br>leverage through AI was covered. Demonstrations of financial crime<br>and fraud use cases, and retail banking applications were provided<br>alongside plans to enhance the colleague experience.<br>TISC challenged whether it was possible to complete the transformation more quickly whilst<br>acknowledging the extent of upgrade required. The committee also reviewed how customer<br>needs were identified and prioritised via customer journey activity. The extent to which<br>customer experience was used to drive the targeting of training was also covered.<br>The committee challenged whether it was necessary to move to real-time processing to deliver<br>the required customer benefits or whether near real-time processing would suffice. In addition,<br>TISC raised concerns that it was hard to gauge the level of ambition within plans presented and<br>that this view would be helpful in all future updates.<br>The importance of ensuring the right culture for the new team was noted.<br>At the December 2025 meeting, the Committee acknowledged the strategic direction and<br>recognised the need for internal model development where economically justified. Options to de-risk<br>adoption, including consideration of technology from multiple geographies were also reviewed.<br>Regarding colleague adoption, ethical considerations in AI rollout, reward system changes, and future<br>skills development were covered. It was agreed to provide a spotlight on engineering workforce<br>plans and future skills during 2026.<br>External<br>perspectives<br>on Innovation/<br>Disruption<br>threats and<br>implications<br>for bank<br>• Device Disruption: The committee reviewed the rapid adoption of<br>emerging devices (wearables, headsets, brain-computer interfaces,<br>robotics with embedded AI) and the potential to disrupt customer<br>engagement and end mobile phone dominance.<br>• Agentic AI and Banking Disruption: The June meeting included a deep<br>dive into Agentic AI, with external perspectives from the Technology<br>Advisory Board. The committee considered how rapid shifts in Agentic<br>AI adoption by customers could impact the Group, including the risk<br>of disintermediation and the need for strategic advantage through<br>ownership of complex prompts and trust relationships. Engagement<br>with regulators and industry bodies is ongoing.<br>• Competitive Positioning: The Group’s position versus peers was<br>reviewed including opportunities and challenges such as security<br>concerns potentially slowing generative AI adoption across the<br>industry which presented opportunities for the Group.<br>TISC highlighted the need for clarity on which platforms the Group will engage with and considered<br>the importance of trust and regulatory perspectives, and microservice-level operations to reduce<br>competitive threats.<br>Disintermediation in the market was discussed and it was noted that new entrants from China<br>were already using AI agents to offer to move customers money and were not bound by domestic<br>regulation. The Directors challenged the Group’s ambition including what steps would be taken<br>to ensure the Group was winning for customers. It was agreed that a future update would be<br>provided in respect of the Group’s position on Agentic AI adoption by our customers.<br>The committee reinforced the importance of benchmarking and learning from other industries and<br>best-in-class competitors.<br>Report of the Group Technology, Innovation and Simplification Committee continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 139 122
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Theme Principal areas of committee focus Outcomes<br>Modernised<br>technology<br>platforms and<br>design choices<br>• Bankline Transformation: The transformation of the Bankline platform<br>is central to the Commercial & Institutional (C&I) business, addressing<br>outdated systems and service gaps. The programme aims to re-engineer<br>the platform to be cloud-ready, improve customer experience, and<br>reduce vulnerabilities to cyberattack and fraud. The pace of delivery<br>has increased, with the Group benchmarked as the number one for<br>release delivery in 2025 (source: Source: Curinos, H2 Commercial<br>Digital Tracker).<br>• Digital Spine and Data Marketplace: The Digital Spine is being<br>developed as a set of shared capabilities for reuse across the<br>Group, supporting improved customer journeys and agility. The data<br>marketplace is intended to combine siloed data sets, reduce point-to-point sourcing, and drive operational efficiency. The adoption of Agentic<br>AI-based architecture requires centralised data and Application<br>Programming Interfaces (APIs), with several applications in development.<br>• AI Feature Teams and Adoption: The establishment of an AI feature<br>team, with deliverables expected by the end of 2025. AI adoption<br>is progressing, with tools like CoPilot Chat and Aiden (an internally<br>developed generative AI tool) rolled out to employees, with an initial<br>focus on building avatars capable of developing an empathetic<br>response; and deepfake detection capabilities.<br>• Industry and bank-specific AI adoption: External guests from NVIDIA<br>and the Group’s Chief AI Research Officer provided an opinion on the<br>evolution of AI, emerging use cases, and the sustainability of current<br>market valuations. This included the strategic importance of data,<br>monetisation via proprietary models, industry adoption, and the impact<br>on customer relationships and staff roles. This evolution of large<br>language models, Agentic AI, and the Group’s ambition for operating<br>leverage through AI was covered. Demonstrations of financial crime<br>and fraud use cases, and retail banking applications were provided<br>alongside plans to enhance the colleague experience.<br>TISC challenged whether it was possible to complete the transformation more quickly whilst<br>acknowledging the extent of upgrade required. The committee also reviewed how customer<br>needs were identified and prioritised via customer journey activity. The extent to which<br>customer experience was used to drive the targeting of training was also covered.<br>The committee challenged whether it was necessary to move to real-time processing to deliver<br>the required customer benefits or whether near real-time processing would suffice. In addition,<br>TISC raised concerns that it was hard to gauge the level of ambition within plans presented and<br>that this view would be helpful in all future updates.<br>The importance of ensuring the right culture for the new team was noted.<br>At the December 2025 meeting, the Committee acknowledged the strategic direction and<br>recognised the need for internal model development where economically justified. Options to de-risk<br>adoption, including consideration of technology from multiple geographies were also reviewed.<br>Regarding colleague adoption, ethical considerations in AI rollout, reward system changes, and future<br>skills development were covered. It was agreed to provide a spotlight on engineering workforce<br>plans and future skills during 2026.<br>External<br>perspectives<br>on Innovation/<br>Disruption<br>threats and<br>implications<br>for bank<br>• Device Disruption: The committee reviewed the rapid adoption of<br>emerging devices (wearables, headsets, brain-computer interfaces,<br>robotics with embedded AI) and the potential to disrupt customer<br>engagement and end mobile phone dominance.<br>• Agentic AI and Banking Disruption: The June meeting included a deep<br>dive into Agentic AI, with external perspectives from the Technology<br>Advisory Board. The committee considered how rapid shifts in Agentic<br>AI adoption by customers could impact the Group, including the risk<br>of disintermediation and the need for strategic advantage through<br>ownership of complex prompts and trust relationships. Engagement<br>with regulators and industry bodies is ongoing.<br>• Competitive Positioning: The Group’s position versus peers was<br>reviewed including opportunities and challenges such as security<br>concerns potentially slowing generative AI adoption across the<br>industry which presented opportunities for the Group.<br>TISC highlighted the need for clarity on which platforms the Group will engage with and considered<br>the importance of trust and regulatory perspectives, and microservice-level operations to reduce<br>competitive threats.<br>Disintermediation in the market was discussed and it was noted that new entrants from China<br>were already using AI agents to offer to move customers money and were not bound by domestic<br>regulation. The Directors challenged the Group’s ambition including what steps would be taken<br>to ensure the Group was winning for customers. It was agreed that a future update would be<br>provided in respect of the Group’s position on Agentic AI adoption by our customers.<br>The committee reinforced the importance of benchmarking and learning from other industries and<br>best-in-class competitors.<br>Report of the Group Technology, Innovation and Simplification Committee continued<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 139<br>Directors’ remuneration report<br>Dear Shareholder,<br>On behalf of the Board, I present the<br>remuneration report for 2025.<br>I want to start by acknowledging the sad news<br>that Frank Dangeard, who stepped down from<br>his role as non-executive director on 23 April<br>2025, passed away in August 2025. Frank was<br>a highly valued and respected member of the<br>team, and he and his counsel will be greatly<br>missed. On behalf of the Group Performance<br>and Remuneration Committee, I would like to<br>extend my condolences to Frank’s family and<br>all who knew him.<br>I would like to thank Mark Seligman, who<br>retired on 31 March 2025 for his services to<br>the Group Performance and Remuneration<br>Committee (the committee). Mark made<br>significant contributions during his tenure, and<br>his insight and support have been invaluable.<br>In 2025, the committee welcomed Patrick<br>Flynn and Josh Critchley as members, effective<br>from 11 June 2025 and 11 December 2025<br>respectively. I appreciate the substantial<br>expertise they bring and thank them for<br>their valuable contributions so far. Additionally,<br>I would like to thank Ian Cormack, Mark<br>Rennison and Karin Cook, non-executive<br>directors and members of the NatWest<br>Holdings Performance and Remuneration<br>Committee, for the insights they provided in<br>attending meetings of the committee in an<br>observational capacity in 2025. Ian stepped<br>down from the Board in May 2025.<br>Wider workforce<br>highlights<br>April 2025<br>• Nearly 84% of our junior UK<br>colleagues, covered by our negotiated<br>pay approach, received a salary<br>increase of at least 2%, with almost<br>two-thirds receiving 2.5% or more.<br>May 2025<br>• The second award under our Sharing<br>in Success scheme delivered shares<br>with a grant value of £1,275 for all<br>eligible employees (adjusted for local<br>salary levels).<br>October 2025<br>• Building on our performance<br>management philosophy Beyond<br>and our new behaviours introduced<br>in 2025, we launched Recognise,<br>our new approach to recognition,<br>which enables colleagues to be<br>acknowledged ‘in the moment’<br>for their contributions.<br>From April 2026 onwards<br>• In May 2026, all eligible employees will<br>receive a Sharing in Success award<br>of shares worth £1,440 (adjusted<br>for local salary levels), subject to<br>shareholder approval of the<br>recommended dividend.<br>Members and<br>attendance in 2025<br>Directors<br>Scheduled<br>meetings<br>attended<br>Lena Wilson (Chair) 5 of 5<br>Roisin Donnelly 5 of 5<br>Mark Seligman 2 of 2<br>Frank Dangeard 1 of 2<br>Patrick Flynn<br>(Member since 11 June 2025)<br>2 of 2<br>Mark Seligman retired on 31 March 2025 and<br>Frank Dangeard stepped down on 23 April 2025.<br>Josh Critchley did not formally become a member of the<br>committee until 11 December 2025; however, he was<br>present at the meeting held on 10 December 2025.<br>In addition to the five scheduled meetings held, there<br>were two ad hoc meetings. All directors eligible to attend<br>ad hoc meetings were present at those meetings.<br>Contents<br>140 Chair’s introduction<br>144 Remuneration at a glance<br>146 The directors’ remuneration policy<br>and wider workforce remuneration<br>151 Annual remuneration report<br>Performance highlights for 2025<br>2025 was another really strong year for<br>NatWest Group, rooted in the support we<br>provide to people, families and businesses<br>in every nation and region of the UK. Our<br>performance is a consequence of deliberate<br>actions and clear priorities. Attributable profit<br>of £5,479 million and a Return on Tangible<br>Equity (RoTE) of 19.2%, are both significantly<br>up on the year before, and ahead of guidance.<br>We were pleased with our performance,<br>confident in our priorities and ambitious for our<br>business. With positive momentum across the<br>bank, we see significant opportunities to grow<br>and succeed with our customers and the UK<br>in the future.<br>As demonstrated by returning £4.1 billion<br>of capital to shareholders in 2025, and our<br>proposed final dividend of £1.8 billion, our<br>ability to deliver leading returns to our<br>shareholders has remained strong.<br>Wider workforce and<br>customer focus<br>We continued to focus on rewarding colleagues<br>in a fair and transparent way in 2025. Our<br>UK starting salary increased to £24,525 per<br>annum in April 2025, and nearly 84% of our<br>junior UK colleagues (A and B grades), who<br>are covered by our negotiated pay approach,<br>received a salary increase of at least 2%, with<br>almost two-thirds receiving 2.5% or more.<br>Throughout 2025, we further embedded<br>Beyond, our performance management<br>philosophy which was launched in 2024,<br>with a focus on goals, feedback, and<br>fostering a performance culture. Encouraging<br>developments were evident, including a<br>stronger emphasis on frequent coaching<br>and feedback, alongside a rise in recorded<br>feedback. Additionally, more colleagues tailored<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 140 123
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their goals throughout the year, and colleague<br>sentiment towards performance and pay<br>remained favourable. Further details on these<br>aspects are provided later in the report.<br>Looking ahead to 2026, we will continue to<br>build on these improvements to ensure our<br>compensation framework stays aligned with<br>our business strategy and motivates colleagues<br>to raise the bar.<br>The second award under our Sharing in<br>Success scheme was delivered in shares in<br>May 2025, based on performance in 2024.<br>The scheme is intended to further align<br>colleagues with our strategic direction and<br>drive improvements in customer performance,<br>only paying out when NatWest Group has<br>demonstrated satisfactory financial performance<br>and an intelligent approach to risk. For 2025,<br>we measured success based on succeeding<br>with customers, underpinned by financial<br>performance, our approach to risk and<br>delivering value for shareholders. The third<br>award under the scheme will be granted in<br>May 2026, with a share award worth £1,440<br>for all eligible UK employees (adjusted for local<br>salary levels to £530 for our other major hub in<br>India), subject to shareholder approval of the<br>recommended dividend at the 2026 NatWest<br>Group plc Annual General Meeting (AGM).<br>This reflects the good progress we made<br>on our customer goals in 2025.<br>Over 35,000 colleagues contribute<br>to our Sharesave scheme each month,<br>with participants across the UK and India<br>eligible to participate in new Sharesave offers.<br>At the end of 2025, 65% of our colleagues<br>were shareholders.<br>Financial wellbeing remains important to us<br>both for our colleagues and our customers and<br>communities. Colleagues are supported with<br>access to pension and protection products<br>as well as a range of financial health initiatives.<br>Bonus pool for the<br>wider workforce<br>The bonus pool for 2025 is based on a<br>proportion of attributable profit adjusted for<br>performance against a balanced scorecard<br>of strategically important measures: financial<br>performance; customer outcomes; people,<br>culture and diversity; risk management;<br>risk events; and progress against our<br>strategic ambitions.<br>The committee agreed a 2025 bonus pool of<br>£495.0 million, 10.8% higher than the 2024<br>bonus pool of £446.6 million. The uplift in the<br>bonus pool for 2025 reflects the increase in<br>profit since 2024 and the strong performance<br>across the scorecard, particularly in relation<br>to financial and customer targets, as well as<br>changes in the underlying eligible population.<br>Remuneration for<br>executive directors<br>A new directors’ remuneration policy (the<br>Policy) was approved at the 2025 NatWest<br>Group plc AGM. The Board was delighted with<br>the strong level of support from shareholders,<br>with 97.86% of votes in favour. The Policy<br>operated as intended during 2025.<br>The final award under the RSP was made in<br>March 2025 in relation to performance year<br>2024, and the first award under the new PSP<br>will be made in March 2026. Further details<br>are set out on the next page.<br>Performance highlights<br>Income growth excluding notable items<br>12.0%<br>2024: 2.2%<br>Attributable profit<br>£5,479 million<br>2024: £4,519 million<br>RoTE<br>19.2%<br>2024: 17.5%<br>Climate and sustainable funding and financing(1)<br>£16.9 billion<br>2024: £31.5 billion<br>Shareholder returns through dividends and buybacks<br>£4.1 billion<br>2024: £4.0 billion<br>Directors’ remuneration report continued<br>Participation highlights<br>% of colleagues<br>who are shareholders<br>(as at 31 December 2025)<br>65%<br>Number of colleagues<br>participating in the<br>Sharesave scheme<br>35,500<br>(1) Climate and sustainable funding and financing represents only a relatively small proportion of our overall<br>funding and financing activities.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 141 124<br>Under the new Policy, there were two key<br>changes. Firstly, the Restricted Share Plan<br>(RSP) was replaced by a new Performance<br>Share Plan (PSP), with awards capped at 300%<br>of earned salary. Secondly, the annual bonus<br>opportunity was increased to 150% of earned<br>salary. The changes reflect our progress on<br>aligning reward more closely with performance,<br>responding to the evolving market and<br>regulatory expectations, and ensuring<br>our long-term incentive structure remains<br>competitive and strategically focused. Full<br>details on the changes made can be found in<br>the NatWest Group plc 2024 Annual Report on<br>Form 20-F.
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their goals throughout the year, and colleague<br>sentiment towards performance and pay<br>remained favourable. Further details on these<br>aspects are provided later in the report.<br>Looking ahead to 2026, we will continue to<br>build on these improvements to ensure our<br>compensation framework stays aligned with<br>our business strategy and motivates colleagues<br>to raise the bar.<br>The second award under our Sharing in<br>Success scheme was delivered in shares in<br>May 2025, based on performance in 2024.<br>The scheme is intended to further align<br>colleagues with our strategic direction and<br>drive improvements in customer performance,<br>only paying out when NatWest Group has<br>demonstrated satisfactory financial performance<br>and an intelligent approach to risk. For 2025,<br>we measured success based on succeeding<br>with customers, underpinned by financial<br>performance, our approach to risk and<br>delivering value for shareholders. The third<br>award under the scheme will be granted in<br>May 2026, with a share award worth £1,440<br>for all eligible UK employees (adjusted for local<br>salary levels to £530 for our other major hub in<br>India), subject to shareholder approval of the<br>recommended dividend at the 2026 NatWest<br>Group plc Annual General Meeting (AGM).<br>This reflects the good progress we made<br>on our customer goals in 2025.<br>Over 35,000 colleagues contribute<br>to our Sharesave scheme each month,<br>with participants across the UK and India<br>eligible to participate in new Sharesave offers.<br>At the end of 2025, 65% of our colleagues<br>were shareholders.<br>Financial wellbeing remains important to us<br>both for our colleagues and our customers and<br>communities. Colleagues are supported with<br>access to pension and protection products<br>as well as a range of financial health initiatives.<br>Bonus pool for the<br>wider workforce<br>The bonus pool for 2025 is based on a<br>proportion of attributable profit adjusted for<br>performance against a balanced scorecard<br>of strategically important measures: financial<br>performance; customer outcomes; people,<br>culture and diversity; risk management;<br>risk events; and progress against our<br>strategic ambitions.<br>The committee agreed a 2025 bonus pool of<br>£495.0 million, 10.8% higher than the 2024<br>bonus pool of £446.6 million. The uplift in the<br>bonus pool for 2025 reflects the increase in<br>profit since 2024 and the strong performance<br>across the scorecard, particularly in relation<br>to financial and customer targets, as well as<br>changes in the underlying eligible population.<br>Remuneration for<br>executive directors<br>A new directors’ remuneration policy (the<br>Policy) was approved at the 2025 NatWest<br>Group plc AGM. The Board was delighted with<br>the strong level of support from shareholders,<br>with 97.86% of votes in favour. The Policy<br>operated as intended during 2025.<br>Under the new Policy, there were two key<br>changes. Firstly, the Restricted Share Plan<br>(RSP) was replaced by a new Performance<br>Share Plan (PSP), with awards capped at 300%<br>of earned salary. Secondly, the annual bonus<br>opportunity was increased to 150% of earned<br>salary. The changes reflect our progress on<br>aligning reward more closely with performance,<br>responding to the evolving market and<br>regulatory expectations, and ensuring<br>our long-term incentive structure remains<br>competitive and strategically focused. Full<br>details on the changes made can be found in<br>the NatWest Group plc 2024 Annual Report<br>and Accounts.<br>The final award under the RSP was made in<br>March 2025 in relation to performance year<br>2024, and the first award under the new PSP<br>will be made in March 2026. Further details<br>are set out on the next page.<br>Performance highlights<br>Income growth excluding notable items<br>12.0%<br>2024: 2.2%<br>Attributable profit<br>£5,479 million<br>2024: £4,519 million<br>RoTE<br>19.2%<br>2024: 17.5%<br>Climate and sustainable funding and financing(1)<br>£16.9 billion<br>2024: £31.5 billion<br>Shareholder returns through dividends and buybacks<br>£4.1 billion<br>2024: £4.0 billion<br>Directors’ remuneration report continued<br>Participation highlights<br>% of colleagues<br>who are shareholders<br>(as at 31 December 2025)<br>65%<br>Number of colleagues<br>participating in the<br>Sharesave scheme<br>35,500<br>(1) Climate and sustainable funding and financing represents only a relatively small proportion of our overall<br>funding and financing activities.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 141<br>Directors’ remuneration report continued<br>Regulatory remuneration requirements<br>In November 2024, the Prudential Regulation Authority (PRA) and Financial Conduct Authority<br>(FCA) published a joint consultation paper on changes to regulatory remuneration requirements<br>in the UK, which we engaged with. In October 2025, the final regulatory position was published,<br>detailing changes to the UK regulatory remuneration requirements. Most of the rules are effective<br>from performance year 2026 but discretion is available to companies to apply certain changes to<br>performance year pay-outs in respect of 2025, as well as to unvested awards from previous years.<br>When drafting the new Policy which was approved at the 2025 NatWest Group plc AGM,<br>the committee ensured there was appropriate flexibility built in to allow us to respond to these<br>anticipated changes. Our approach for the structure of pay for executive directors in light of the<br>updated remuneration regulations is as follows:<br> • No change to the delivery mechanism for the annual bonus for performance year (PY) 2025<br>and PY 2026. This will continue to be delivered upfront, with 50% in cash and 50% in shares<br>(which will remain subject to a 12-month retention period).<br> • 2026 PSP awards will vest across a four-year period, with 75% vesting after year three, and<br>25% vesting after year four. There will be a two-year holding period on the 75% of the PSP<br>that vests after year three, and a one-year holding period on the 25% of the PSP that vests<br>after year four, bringing the total vesting and holding period for all PSP awards to five years.<br> • The previous discount methodology for prohibition of dividends on unvested shares will be<br>replaced with dividend equivalents. This will apply to the first PSP awards to be awarded in<br>March 2026, and thereafter.<br> • Any unvested awards held in respect of roles prior to becoming an executive director will<br>be eligible for accelerated vesting in line with the treatment for other colleagues.<br>The committee welcomes the simplification of the UK regulatory framework, and notes<br>the importance of ensuring compliance with differing governance standards and shareholder<br>expectations where applicable, as well as the expectations set out under the UK Corporate<br>Governance Code. Further consideration will be given to the longer-term application of the<br>updated regulations during the next Policy review.<br>Vesting of RSP awards granted in 2023<br>RSP awards were granted to the Group Chief Executive Officer (Group CEO), Paul Thwaite,<br>and the Group Chief Financial Officer (Group CFO), Katie Murray, in March 2023 in respect of<br>performance year 2022.<br>Given Mr Thwaite was not an executive director in 2022, his vesting schedule for this award is<br>eligible for acceleration due to the recent regulatory changes and will vest in March 2026 and<br>March 2027. No amendments will be made to the vesting schedule for Ms Murray’s outstanding<br>awards given all her unvested awards are in relation to her time as an executive director, and<br>these will progress based on the original vesting schedule.<br>Annual bonus for 2025<br>Performance measures Weighted outcome<br>Financial (60%) 53.65% out of 60%<br>Group RoTE (25%) 19.93%<br>Attributable profit (25%) 23.72%<br>Group operating expenses, excluding<br>litigation and conduct costs (10%)<br>10.00%<br>Non-financial (40%) 31.53% out of 40%<br>Customer (20%) 18.01%<br>Colleague (10%) 6.06%<br>Simplification (10%) 7.46%<br>Final outcome approved by the committee<br>Group CEO 85.18%<br>Group CFO 85.18%<br>Grant of 2026 PSP awards<br>Following a pre-grant test which confirmed that satisfactory performance was achieved in 2025,<br>the committee has approved the grant of PSP awards at maximum level (300% of earned salary)<br>for Mr Thwaite and Ms Murray in March 2026.<br>Financial metrics Weighting Non-financial metrics Weighting<br>Group RoTE 30% Strategic measures 25%<br>Relative Total Shareholder Return (TSR) 30% Sustainability 15%<br>Total 60% Total 40%<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 142 125<br>The assessment of performance against annual bonus scorecards resulted in an outcome of<br>85.18% for both Mr Thwaite and Ms Murray. The committee agreed the final outcome was<br>representative of performance and there were no unforeseen external impacts that made it<br>necessary to adjust the resulting award levels. The annual bonus performance measures and<br>targets for 2025 were set out in the 2024 Directors’ remuneration report. Full details of the<br>performance achieved against the measures and targets can be found on pages 134 and 135.<br>Ahead of the awards vesting, the committee carried out a pre-vest underpin check, assessing if<br>anything had come to light since the awards were granted which would change its original view of<br>performance. The committee concluded no pre-vest adjustments were necessary, so the award<br>will begin vesting in March 2026. Full details of the RSP awards can be found on page 137.<br>The awards will be subject to a three-year performance period running from 1 January 2026<br>until 31 December 2028, and will be assessed against a challenging pre-determined scorecard<br>of measures pre-vesting. The table below summarises the performance measures that will apply<br>to the 2026 PSP awards. Full details of the PSP scorecard measures for 2026 to 2028 are detailed<br>on pages 142 and 143.
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Directors’ remuneration report continued<br>Looking ahead – implementation<br>of the Policy for 2026<br>In 2025, the committee reviewed its approach<br>to benchmarking for executive directors.<br>The committee believes remuneration<br>benchmarking should not be the driving<br>factor behind the positioning of remuneration,<br>but that robust benchmarking should be<br>undertaken to inform and support the<br>committee in its decision-making.<br>The benchmarking peer group since 2018 has<br>comprised a group of similar sized banks and<br>other financial services organisations listed<br>in the UK, Europe, Canada and Australia.<br>Following a detailed review, it was concluded<br>that going forward remuneration should<br>primarily be considered against our fellow<br>FTSE 30 banks (taking into account factors<br>such as the size and complexity of the<br>individual peers when making a judgement<br>on relative positioning). The committee will<br>also consider data for the broader FTSE 30, as<br>well as FTSE 50 Financial Services companies.<br>This updated approach more accurately<br>reflects the market NatWest Group operates in<br>for executive talent. It also recognises that pay<br>models for UK banks are materially different to<br>those in international banks, and are now more<br>closely aligned to the broader UK market,<br>particularly in light of regulatory simplification.<br>Should any material change to our pay<br>structures be made in the future, detailed<br>benchmarking analysis will be presented<br>within our remuneration report at the<br>appropriate time.<br>In December 2025, the committee approved<br>salary increases of 3.25% for the Group CEO<br>and the Group CFO, effective from 1 April<br>2026. Negotiations with Unite, one of our<br>recognised employee representatives,<br>regarding pay and conditions for the wider<br>workforce for 2026 were ongoing at the time<br>this report was prepared. The committee<br>acknowledges that shareholders generally<br>expect any increases in executive director<br>base salary to align with those awarded to the<br>relevant wider workforce in the same locality.<br>As negotiations had not concluded by the<br>publication date, the final outcomes relating<br>to wider workforce UK salary increases<br>will be disclosed in the 2026 Directors’<br>remuneration report.<br>Each year we ensure appropriate engagement<br>with our major shareholders and other<br>stakeholders on pay. In 2025, we wrote to<br>our 10 largest shareholders who together<br>represent c.40% of our investor base, alongside<br>our proxy advisers and the UK regulators,<br>sharing our approach for the implementation<br>of the Policy in 2026. All interactions were<br>positive, with no concerns raised.<br>Looking ahead, we are committed to ensuring<br>we can continue to attract and retain senior<br>executives of the calibre required for NatWest<br>Group and our market context. With this in<br>mind, the committee will continue to monitor<br>remuneration developments in the market.<br>The committee has observed the significant<br>changes to leverage and fixed pay in 2025<br>at the other UK listed Level 1 banks and will<br>monitor closely the operation of policies within<br>the sector resulting from the recent changes<br>to the remuneration regulations. In light of<br>these factors, we hold open the possibility of<br>returning to shareholders for a revised policy<br>at the 2027 NatWest Group plc AGM, a year<br>earlier than the normal triennial policy cycle, to<br>ensure our high-performing management team<br>continues to be appropriately compensated.<br>I would like to thank our shareholders for<br>their ongoing support, my fellow committee<br>members for their valuable contributions and<br>our colleagues for their focus on our customers<br>and communities.<br>Lena Wilson, CBE<br>Chair of the Group Performance and<br>Remuneration Committee<br>12 February 2026<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 143 126
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Directors’ remuneration report continued<br>Looking ahead – implementation<br>of the Policy for 2026<br>In 2025, the committee reviewed its approach<br>to benchmarking for executive directors.<br>The committee believes remuneration<br>benchmarking should not be the driving<br>factor behind the positioning of remuneration,<br>but that robust benchmarking should be<br>undertaken to inform and support the<br>committee in its decision-making.<br>The benchmarking peer group since 2018 has<br>comprised a group of similar sized banks and<br>other financial services organisations listed<br>in the UK, Europe, Canada and Australia.<br>Following a detailed review, it was concluded<br>that going forward remuneration should<br>primarily be considered against our fellow<br>FTSE 30 banks (taking into account factors<br>such as the size and complexity of the<br>individual peers when making a judgement<br>on relative positioning). The committee will<br>also consider data for the broader FTSE 30, as<br>well as FTSE 50 Financial Services companies.<br>This updated approach more accurately<br>reflects the market NatWest Group operates in<br>for executive talent. It also recognises that pay<br>models for UK banks are materially different to<br>those in international banks, and are now more<br>closely aligned to the broader UK market,<br>particularly in light of regulatory simplification.<br>Should any material change to our pay<br>structures be made in the future, detailed<br>benchmarking analysis will be presented<br>within our remuneration report at the<br>appropriate time.<br>In December 2025, the committee approved<br>salary increases of 3.25% for the Group CEO<br>and the Group CFO, effective from 1 April<br>2026. Negotiations with Unite, one of our<br>recognised employee representatives,<br>regarding pay and conditions for the wider<br>workforce for 2026 were ongoing at the time<br>this report was prepared. The committee<br>acknowledges that shareholders generally<br>expect any increases in executive director<br>base salary to align with those awarded to the<br>relevant wider workforce in the same locality.<br>As negotiations had not concluded by the<br>publication date, the final outcomes relating<br>to wider workforce UK salary increases<br>will be disclosed in the 2026 Directors’<br>remuneration report.<br>Each year we ensure appropriate engagement<br>with our major shareholders and other<br>stakeholders on pay. In 2025, we wrote to<br>our 10 largest shareholders who together<br>represent c.40% of our investor base, alongside<br>our proxy advisers and the UK regulators,<br>sharing our approach for the implementation<br>of the Policy in 2026. All interactions were<br>positive, with no concerns raised.<br>Looking ahead, we are committed to ensuring<br>we can continue to attract and retain senior<br>executives of the calibre required for NatWest<br>Group and our market context. With this in<br>mind, the committee will continue to monitor<br>remuneration developments in the market.<br>The committee has observed the significant<br>changes to leverage and fixed pay in 2025<br>at the other UK listed Level 1 banks and will<br>monitor closely the operation of policies within<br>the sector resulting from the recent changes<br>to the remuneration regulations. In light of<br>these factors, we hold open the possibility of<br>returning to shareholders for a revised policy<br>at the 2027 NatWest Group plc AGM, a year<br>earlier than the normal triennial policy cycle, to<br>ensure our high-performing management team<br>continues to be appropriately compensated.<br>I would like to thank our shareholders for<br>their ongoing support, my fellow committee<br>members for their valuable contributions and<br>our colleagues for their focus on our customers<br>and communities.<br>Lena Wilson, CBE<br>Chair of the Group Performance and<br>Remuneration Committee<br>12 February 2026<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 143<br>Fixed pay<br>(£000’s) 2025 Annual bonus 2023 RSP vesting 2026 PSP pre-grant<br>Paul<br>Thwaite 2,538<br>Maximum<br>Scorecard assessment<br>60% 40%<br>53.65% 31.53% (85.18% of max)<br>Financial Non-financial<br>(89% of max) (79% of max)<br>100% of award (maximum)<br>vesting in March 2026,<br>underpin tests met in full.<br>300% of earned salary to<br>be granted in March 2026.<br>Katie<br>Murray 1,713<br>Maximum<br>Scorecard assessment<br>60% 40%<br>53.65% 31.53% (85.18% of max)<br>Financial Non-financial<br>(89% of max) (79% of max)<br>100% of award (maximum)<br>vesting in March 2026,<br>underpin tests met in full.<br>300% of earned salary to<br>be granted in March 2026.<br>Executive director remuneration outcomes (£000’s)<br>Paul Thwaite Katie Murray<br>Fixed pay Bonus RSP Sharing in Success Total Fixed pay Bonus RSP Sharing in Success Total<br>Pay outcomes Single figure 2025 2,538 1,499 2,533 1 6,571 1,713 1,022 2,571 1 5,307<br>Fixed pay Annual bonus RSP award Sharing in Success<br>Remuneration at a glance<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 144 127<br>See pages 134 and 135 for more details. See page 137 for<br> more details.<br>See pages 142 and 143<br> for more details.
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Summary of the directors’ remuneration policy (the Policy) and implementation in 2026<br>Key elements<br>Performance<br>year<br>Variable<br>pay<br>grant<br>year<br>Years<br>Summary of Policy<br>+1 +2 +3 +4 +5 +6 +7 +8 +9 +10<br>Base salary Any increases will take in-role performance into account. Increases will normally not be greater than the average rate of<br>salary increase for NatWest Group employees over the period of the Policy, other than in exceptional circumstances such<br>as material change in the executive director’s role. Paid over<br>performance year<br>Pension The pension allowance rates for executive directors are aligned with the rate applicable to the majority of the wider workforce<br>(currently at 10% of base salary). Paid over<br>performance year<br>Benefits Standard level of benefit funding, currently set at £26,250.<br>Other benefits can be paid within the terms of the Policy. Paid over<br>performance year<br>Fixed Share<br>Allowance<br>20% 20% 20% 20% 20% An award of shares with an annual value of up to 100% of base salary at the time of award. Shares released over five years.<br>Payable broadly in arrears over the performance year, currently in four instalments per year. Paid over<br>performance year<br>Released in equal tranches over a five-year period<br>Sharing in<br>Success<br>100% shares Maximum award: £1,500 per colleague.<br>Paid upfront Operation: Subject to Group performance criteria being met, awards will be delivered in shares.<br>Bonus 50% cash Maximum award: 150% of earned salary.<br>Performance year 50% shares 50%<br>12 months’ retention period<br>Financial metrics Weighting Non-financial metrics Weighting<br>Group RoTE 25% Customer 20%<br>Attributable profit 25% Colleague 10%<br>Group operating expenses, excluding litigation and<br>conduct costs<br>10% Strategy 10%<br>Total 60% Total 40%<br>Performance<br>Share<br>Plan (PSP)<br>75% 75% Maximum award: 300% of earned salary.<br>Granted provided<br>satisfactory<br>performance<br>over year<br>After three years, performance<br>assessed against a challenging<br>scorecard of metrics<br>25% 25% Operation: Delivered in shares. Subject to satisfactory performance pre-grant, and after three years’ performance is<br>75% vests after year three, assessed against a challenging pre-determined scorecard of metrics pre-vesting.<br>and is subject to a<br>two-year holding period.<br>The remaining 25% vests<br>after year four, and is<br>subject to a one-year<br>holding period<br>Financial metrics Weighting Non-financial metrics Weighting<br>Group RoTE 30% Strategic measures 25%<br>Relative Total Shareholder Return (TSR) 30% Sustainability 15%<br>Total 60% Total 40%<br>Share<br>ownership<br>Group CEO: 500% of salary. Group CFO: 300% of salary.<br>Ongoing On leaving, requirement to hold shares of a value equal to the lower of the shareholding requirement immediately prior to<br>departure or the actual shareholding on departure, for a period of two years.<br>Malus and<br>clawback<br>Subject to clawback provisions for seven years from grant<br>Clawback extended to 10 years<br>in certain circumstances<br>Remuneration at a glance continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 145 128<br>Operation: Awarded upfront with a 50/50 split of cash and shares. Based on a weighted scorecard of measures, as set out<br>Paid upfront Share element subject to below. A downwards risk modifier also applies. See pages 140 and 141 for more detail on the measures for 2026.<br>Metrics: Includes a mix of financial (minimum of 50%) and non-financial measures, as set out below. A risk and conduct<br>underpin also applies. See pages 142 to 143 for more detail on the measures for 2026-2028.<br>Any variable pay awarded is subject to malus provisions prior to vesting, and clawback provisions – currently seven<br>Subject to malus provisions prior to vesting. (and potentially up to 10) years from the date of award. See page 133 for further details.
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Summary of the directors’ remuneration policy (the Policy) and implementation in 2026<br>Key elements<br>Performance<br>year<br>Variable<br>pay<br>grant<br>year<br>Years<br>Summary of Policy<br>+1 +2 +3 +4 +5 +6 +7 +8 +9 +10<br>Base salary Any increases will take in-role performance into account. Increases will normally not be greater than the average rate of<br>salary increase for NatWest Group employees over the period of the Policy, other than in exceptional circumstances such<br>as material change in the executive director’s role. Paid over<br>performance year<br>Pension The pension allowance rates for executive directors are aligned with the rate applicable to the majority of the wider workforce<br>(currently at 10% of base salary). Paid over<br>performance year<br>Benefits Standard level of benefit funding, currently set at £26,250.<br>Other benefits can be paid within the terms of the Policy. Paid over<br>performance year<br>Fixed Share<br>Allowance<br>20% 20% 20% 20% 20% An award of shares with an annual value of up to 100% of base salary at the time of award. Shares released over five years.<br>Payable broadly in arrears over the performance year, currently in four instalments per year. Paid over<br>performance year<br>Released in equal tranches over a five-year period<br>Sharing in<br>Success<br>100% shares Maximum award: £1,500 per colleague.<br>Paid upfront Operation: Subject to Group performance criteria being met, awards will be delivered in shares.<br>Bonus 50% cash Maximum award: 150% of earned salary.<br>Performance year 50% shares 50% Operation: Awarded upfront with a 50/50 split of cash and shares. Based on a weighted scorecard of measures, as set out<br>Paid upfront Share element subject to below. A downwards risk modifier also applies. See pages 157 and 158 for more detail on the measures for 2026.<br>12 months’ retention period<br>Financial metrics Weighting Non-financial metrics Weighting<br>Group RoTE 25% Customer 20%<br>Attributable profit 25% Colleague 10%<br>Group operating expenses, excluding litigation and<br>conduct costs<br>10% Strategy 10%<br>Total 60% Total 40%<br>Performance<br>Share<br>Plan (PSP)<br>75% 75% Maximum award: 300% of earned salary.<br>Granted provided<br>satisfactory<br>performance<br>over year<br>After three years, performance<br>assessed against a challenging<br>scorecard of metrics<br>25% 25% Operation: Delivered in shares. Subject to satisfactory performance pre-grant, and after three years’ performance is<br>75% vests after year three, assessed against a challenging pre-determined scorecard of metrics pre-vesting.<br>and is subject to a<br>two-year holding period.<br>The remaining 25% vests<br>after year four, and is<br>subject to a one-year<br>holding period<br>Metrics: Includes a mix of financial (minimum of 50%) and non-financial measures, as set out below. A risk and conduct<br>underpin also applies. See pages 159 to 160 for more detail on the measures for 2026-2028.<br>Financial metrics Weighting Non-financial metrics Weighting<br>Group RoTE 30% Strategic measures 25%<br>Relative Total Shareholder Return (TSR) 30% Sustainability 15%<br>Total 60% Total 40%<br>Share<br>ownership<br>Group CEO: 500% of salary. Group CFO: 300% of salary.<br>Ongoing On leaving, requirement to hold shares of a value equal to the lower of the shareholding requirement immediately prior to<br>departure or the actual shareholding on departure, for a period of two years.<br>Malus and<br>clawback<br>Any variable pay awarded is subject to malus provisions prior to vesting, and clawback provisions – currently seven<br>Subject to malus provisions prior to vesting. (and potentially up to 10) years from the date of award. See page 150 for further details.<br>Subject to clawback provisions for seven years from grant<br>Clawback extended to 10 years<br>in certain circumstances<br>Remuneration at a glance continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 145<br>The directors’ remuneration policy and wider workforce remuneration<br>Pay linked to strategy and sustainability priorities<br>Ambition<br>Succeeding with customers<br>Purpose<br>The bank that turns possibilities into progress<br>Strategy Stakeholders<br> • Linking performance with pay encourages everyone to recognise customer outcomes across the bank.<br> • Pay is delivered in a way that aligns with the long-term interests of our stakeholders. For those who<br>receive higher amounts of remuneration, a larger proportion is delivered in shares.<br> • Our balanced scorecard of measures and targets helps incentivise strong financial and risk performance<br>as well as outcomes aligned to our strategy.<br> • Colleague measures in our annual bonus scorecard include purpose and culture targets, and our PSP<br>scorecard includes measures on increasing diversity in our senior populations. Sustainability metrics,<br>which include climate measures, are also part of our PSP scorecard.<br> • The performance goals and measures agreed for executive directors flow through to the executive<br>management team and wider workforce, adjusted as appropriate to reflect individual areas of responsibility.<br> • For our wider workforce, the annual bonus pool is based on performance against a balanced scorecard of<br>strategically important measures that broadly align with the position for the executive directors and the<br>executive management team.<br> • The Sharing in Success scheme provides a further way for sustainable performance to be reflected in pay<br>decisions throughout the organisation.<br>Alignment with our strategy and sustainability priorities<br>Total remuneration<br>Salary and pension funding<br>Provided to all colleagues.<br>A competitive cash salary,<br>reviewed annually. Pension<br>funding is 10% of base salary<br>for UK employees.<br>Benefit funding<br>Applies to certain jobs.<br>Some colleagues receive<br>funding to support benefit<br>costs, such as private<br>medical cover, or take the<br>relevant amount as cash.<br>Role-based allowances<br>Applies to some Material<br>Risk Takers (MRTs) only.<br>Delivered in cash and/or<br>shares, dependent on<br>allowance level and seniority.<br>Annual bonus<br>Applies to mainly manager<br>grade and above including<br>executive directors.<br>Subject to performance.<br>Awards delivered in cash<br>and/or shares.<br>Fixed pay<br>Sharing in Success<br>Provided to all colleagues.<br>Subject to performance.<br>Awards delivered in shares.<br>Long-term incentive<br>Applies to executive directors<br>and members of senior<br>executive committees.<br>Subject to performance.<br>Awards delivered in shares.<br>Variable pay<br>We ensure that our compensation framework aligns to our business strategy and sustainability priorities. Pay for executive<br>directors is aligned with the wider workforce, but distinguished through the use of long-term incentive awards and<br>a requirement for executive directors to maintain a holding of shares in NatWest Group both during and after their<br>employment. These deliberate differences recognise that it is in the best interests of our stakeholders for executive directors<br>to have a proportion of their remuneration paid in shares and to be subject to long-term shareholding requirements.<br>Annual bonus PSP awards Sharing in Success<br>Performance measures<br> • Financial measures including Group RoTE and Relative TSR.<br> • Non-financial measures including sustainability and<br>strategic measures.<br> • Risk and conduct underpin.<br> • Succeeding with customers.<br> • Underpinned by financial performance, our approach to risk<br>and delivering value for shareholders.<br> • Financial measures including Group RoTE, attributable profit and<br>Group operating expenses.<br> • Non-financial measures including customer, colleague and<br>strategy measures.<br> • Downwards risk modifier.<br>Disciplined growth Leveraging simplification Active balance sheet and risk management Investors Customers Colleagues Communities Regulators<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 129 146<br>Details of performance against the 2025 targets for executive directors can be found later in this report. Refer to pages 39 to 70 for our sustainability review.
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• We help colleagues to have an<br>awareness of financial and economic<br>factors affecting our performance<br>through quarterly Results Explained<br>communications and events with<br>our Group CEO and Group CFO.<br>• We consult with our employee<br>representative bodies on remuneration<br>at relevant points during the year.<br>• Regular question and answer sessions<br>take place between colleagues and<br>senior executives throughout the year.<br>• Our committee Chair regularly engages<br>with shareholders to seek feedback to<br>guide our decision-making.<br>Engaging with our colleagues and wider stakeholders<br>We listen to our colleagues and shareholders regularly and use<br>their feedback to inform our approach to remuneration.<br>• We consult with the relevant regulators,<br>following any updates and aligning with<br>best practice as appropriate.<br>• The committee also receives updates<br>on pay gaps and monitors the actions<br>being taken to close them.<br>• Our colleague survey, Our View,<br>enables us to track metrics and key<br>performance indicators, which we<br>can benchmark with sector and<br>high-performing comparisons.<br>Colleague listening<br>Our colleague survey, Our View, enables<br>colleagues to share their experiences of<br>working at NatWest Group. In September<br>2025, 83% of colleagues took part in<br>the survey.<br>The results showed continued strong<br>performance, particularly when compared<br>to the Global Financial Services and Global<br>High Performance norms. Marginal gains<br>were achieved across most categories,<br>demonstrating systemic improvements.<br>Specifically, eight out of 14 categories<br>improved, two remained static, and four<br>declined compared with September 2024.<br>The Colleague Advisory Panel<br>The Colleague Advisory Panel (CAP) remains a<br>vital part of NatWest Group’s governance and<br>listening strategy, ensuring that the voice of<br>colleagues is heard and considered at Board<br>level. Chaired by non-executive director Roisin<br>Donnelly, the CAP met twice in 2025 – March<br>and September – with strong cross-functional<br>representation and active engagement from<br>Board members. CAP membership is refreshed<br>regularly and currently comprises 31 self-nominated colleagues, representing a cross-section of the bank by grade, business area,<br>location and working pattern.<br>The March meeting focused on executive<br>remuneration and the introduction of NatWest<br>Group’s new core behavioural framework.<br>Lena Wilson presented the directors’<br>remuneration policy ahead of the 2025<br>NatWest Group plc AGM vote, inviting CAP<br>members to reflect on how pay structures<br>influence performance culture. The discussion<br>explored performance targets, the<br>transparency of bonus mechanisms and<br>the alignment between executive and<br>wider workforce pay.<br>The March meeting also covered NatWest<br>Group’s new behavioural framework, which<br>was designed to simplify and embed desired<br>behaviours across the organisation. CAP<br>members welcomed the clarity of the<br>framework and emphasised the need for<br>well-paced communication and a desire<br>for practical examples to help colleagues<br>understand how the new behaviours would<br>be experienced in their day-to-day roles.<br>The second CAP meeting in September<br>included a session on Recognise, NatWest<br>Group’s new global recognition approach,<br>which launched in October 2025. CAP<br>members explored how recognition contributes<br>to motivation and performance. Members<br>emphasised the need for manager support<br>to embed recognition into everyday practice<br>and ensure it is experienced equitably across<br>the organisation.<br>Across both meetings in 2025, CAP members<br>posed thoughtful and challenging questions to<br>the non-executive directors present. Updates<br>on the CAP are made available to all<br>colleagues internally on the dedicated<br>CAP intranet page.<br>For more information on our new behaviours<br>and global recognition approach, see our Skilled,<br>engaged and inclusive workforce section on<br>pages 59 to 63.<br>The directors’ remuneration policy and wider workforce remuneration continued<br>Key stakeholders<br>to executive<br>director and wider<br>workforce<br>remuneration<br>Colleagues<br>Society Investors<br>Employee<br>Representative<br>Bodies<br>Regulators and<br>Government<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 147 130
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• We help colleagues to have an<br>awareness of financial and economic<br>factors affecting our performance<br>through quarterly Results Explained<br>communications and events with<br>our Group CEO and Group CFO.<br> • We consult with our employee<br>representative bodies on remuneration<br>at relevant points during the year.<br> • Regular question and answer sessions<br>take place between colleagues and<br>senior executives throughout the year.<br> • Our committee Chair regularly engages<br>with shareholders to seek feedback to<br>guide our decision-making.<br>Engaging with our colleagues and wider stakeholders<br>We listen to our colleagues and shareholders regularly and use<br>their feedback to inform our approach to remuneration.<br> • We consult with the relevant regulators,<br>following any updates and aligning with<br>best practice as appropriate.<br> • The committee also receives updates<br>on pay gaps and monitors the actions<br>being taken to close them.<br> • Our colleague survey, Our View,<br>enables us to track metrics and key<br>performance indicators, which we<br>can benchmark with sector and<br>high-performing comparisons.<br>Colleague listening<br>Our colleague survey, Our View, enables<br>colleagues to share their experiences of<br>working at NatWest Group. In September<br>2025, 83% of colleagues took part in<br>the survey.<br>The results showed continued strong<br>performance, particularly when compared<br>to the Global Financial Services and Global<br>High Performance norms. Marginal gains<br>were achieved across most categories,<br>demonstrating systemic improvements.<br>Specifically, eight out of 14 categories<br>improved, two remained static, and four<br>declined compared with September 2024.<br>The Colleague Advisory Panel<br>The Colleague Advisory Panel (CAP) remains a<br>vital part of NatWest Group’s governance and<br>listening strategy, ensuring that the voice of<br>colleagues is heard and considered at Board<br>level. Chaired by non-executive director Roisin<br>Donnelly, the CAP met twice in 2025 – March<br>and September – with strong cross-functional<br>representation and active engagement from<br>Board members. CAP membership is refreshed<br>regularly and currently comprises 31 self-nominated colleagues, representing a cross-section of the bank by grade, business area,<br>location and working pattern.<br>The March meeting focused on executive<br>remuneration and the introduction of NatWest<br>Group’s new core behavioural framework.<br>Lena Wilson presented the directors’<br>remuneration policy ahead of the 2025<br>NatWest Group plc AGM vote, inviting CAP<br>members to reflect on how pay structures<br>influence performance culture. The discussion<br>explored performance targets, the<br>transparency of bonus mechanisms and<br>the alignment between executive and<br>wider workforce pay.<br>The March meeting also covered NatWest<br>Group’s new behavioural framework, which<br>was designed to simplify and embed desired<br>behaviours across the organisation. CAP<br>members welcomed the clarity of the<br>framework and emphasised the need for<br>well-paced communication and a desire<br>for practical examples to help colleagues<br>understand how the new behaviours would<br>be experienced in their day-to-day roles.<br>The second CAP meeting in September<br>included a session on Recognise, NatWest<br>Group’s new global recognition approach,<br>which launched in October 2025. CAP<br>members explored how recognition contributes<br>to motivation and performance. Members<br>emphasised the need for manager support<br>to embed recognition into everyday practice<br>and ensure it is experienced equitably across<br>the organisation.<br>Across both meetings in 2025, CAP members<br>posed thoughtful and challenging questions to<br>the non-executive directors present. Updates<br>on the CAP are made available to all<br>colleagues internally on the dedicated<br>CAP intranet page.<br>For more information on our new behaviours<br>and global recognition approach, see our Skilled,<br>engaged and inclusive workforce section on<br>pages 59 to 63.<br>The directors’ remuneration policy and wider workforce remuneration continued<br>Key stakeholders<br>to executive<br>director and wider<br>workforce<br>remuneration<br>Colleagues<br>Society Investors<br>Employee<br>Representative<br>Bodies<br>Regulators and<br>Government<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 147<br>Embedding Beyond:<br>Strengthening performance and<br>recognition at NatWest Group<br>In 2025, we continued to embed Beyond –<br>our performance management philosophy<br>launched in 2024 – across the bank. Beyond is<br>designed to support our performance culture<br>through ambitious and meaningful colleague<br>goals, regular developmental feedback, and<br>frequent supportive check-in conversations.<br>This year, we saw more colleagues actively<br>reviewing and updating their goals and<br>saw a 28% rise in feedback shared. These<br>improvements reflect our ambition to build<br>a culture where everyone can thrive.<br>Pay awards for performance year 2024,<br>the first year of working within the Beyond<br>philosophy, reflected strong discretionary<br>decision-making, with a broader range of<br>increases compared to pay awards for<br>performance year 2023. Notably, we received<br>fewer pay appeals, suggesting that colleagues<br>have a clearer understanding of pay and bonus<br>decisions following extensive manager training<br>in late 2024.<br>To further strengthen our performance culture,<br>we reflected our new behaviours into how we<br>manage performance in 2025 and enhanced<br>the experience with AI-powered goal setting,<br>feedback and check-in preparation prompts.<br>We also launched Recognise, our new<br>approach to recognition, which enables<br>colleagues to be acknowledged ‘in the<br>moment’ for their contributions. This means<br>that recognition can be given quickly and<br>easily, helping to reinforce positive behaviours<br>and celebrate success as it happens.<br>Recognising that managing under-performance<br>is a critical part of supporting all colleagues, we<br>reviewed our process and identified over 100<br>areas where it could be improved. In response,<br>we have aligned support processes with<br>Beyond tools and updated our policy to<br>offer colleagues structured support.<br>In determining performance outcomes, we<br>consider both the achievements made and<br>how they have been delivered. Our Code of<br>Conduct sets out clear expectations of our<br>behavioural standards. If a colleague’s<br>behaviour falls below these expectations,<br>this will be reflected in their performance<br>conversations, fixed pay progression and<br>variable pay decisions (where their role<br>is eligible).<br>We are making good progress in building an<br>inclusive workplace. Performance measures to<br>support progress in this area affect the pay of<br>executive directors. Pay equality is a core<br>feature of our approach to support fair<br>pay across NatWest Group.<br>Details on how we support our colleagues and<br>create an inclusive workplace are in the Skilled,<br>engaged and inclusive workforce section on<br>pages 59 to 63. For more on our new behaviours,<br>see our ‘Winning Together’ spotlight on page 61.<br>The directors’ remuneration policy and wider workforce remuneration continued<br>Fair pay and pay gap reporting<br>At NatWest Group, our goal is to succeed with customers. Having a diverse team enables<br>us to understand our customers better and build a better business that represents the<br>communities we serve. As part of our progress towards this, the committee has sight of a<br>comprehensive view of our pay gap reporting on an annual basis. NatWest Group has been<br>reporting on gender pay gaps since 2017, and ethnicity pay gaps since 2018. Pay gap<br>reporting is a critical part of our Fair Pay Charter.<br>We are proud to be an accredited Living Wage Employer, demonstrating our commitment to<br>setting pay levels above the real living wage rates. In 2025, we furthered our commitment to<br>fair pay by achieving re-certification as a Global Living Wage Employer, recognising that our<br>rates of pay for colleagues outside the UK are at or above the living wage threshold as<br>defined by the Fair Wage Network.<br>2014<br>NatWest Group accredited as<br>a Living Wage Employer<br>2018<br>NatWest Group releases its first<br>annual ethnicity pay gap report<br>2025<br>NatWest Group<br>re-certified as a Global<br>Living Wage Employer<br>2017<br>NatWest Group releases its first<br>annual gender pay gap report<br>2023<br>NatWest Group certified as a<br>Global Living Wage Employer<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 148 131<br>Full details of our pay gap reporting and Fair Pay Charter can be found on the NatWest Group website<br>Our Code of Conduct can be found<br>on the NatWest Group website
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The directors’ remuneration policy and wider workforce remuneration continued<br>Summary of the directors’ remuneration policy (the Policy)<br>Purpose and link to strategy Operation Maximum potential value<br>Fixed pay for executive directors<br>Base salary – Providing fair levels of base salary<br>that support the recruitment and retention of<br>high-calibre executives to deliver strategic priorities.<br>Paid monthly in cash and reviewed annually based on role, skills and<br>experience and benchmarked against market.<br>Any future salary increases will take in-role performance into account<br>and will be considered against peer companies.<br>Fixed share allowance – Additional fixed pay that<br>reflects the skills and experience required for the role<br>and supports a balanced remuneration policy.<br>Fixed allowance paid in shares, in quarterly instalments. A retention period<br>applies such that shares are released 20% annually, in five equal tranches,<br>on a pro-rata basis over one to five years from the date of award.<br>An award of shares with an annual value of up to 100% of base<br>salary at the time of award.<br>Benefits – A range of flexible and market-competitive benefits.<br>Includes a range of standard benefit options including company car,<br>private medical cover, life assurance and travel assistance.<br>A set level of funding for standard benefits.<br>Pension – Encourages planning for retirement and<br>long-term savings.<br>Monthly pension allowance paid in cash based on a percentage of salary. Aligned with the wider workforce, currently 10% of base salary.<br>Variable pay for executive directors<br>Annual bonus – Supports a culture where<br>individuals are rewarded for superior performance,<br>aligned with strategic objectives and purpose.<br>Assessed against a balanced scorecard of measures, paid in a mix of cash<br>and shares taking into account regulatory requirements. A risk modifier also<br>applies. A post-vesting 12-month retention period will apply to the amount<br>delivered in shares.<br>Set at 150% of earned salary. Subject to malus and<br>clawback provisions.<br>PSP awards – Supports the execution of the<br>strategy and delivers strong performance over a<br>multi-year period.<br>Awards are granted provided satisfactory performance has been achieved in<br>the prior year (‘pre-grant test’). After three years, performance is assessed<br>against a range of pre-determined performance criteria pre-vesting. A risk<br>and conduct underpin also applies. For PY 2025 onwards, 75% of the PSP<br>award vests after year three and is subject to a two-year holding period,<br>and 25% vests after year four and is subject to a one-year holding period.<br>Set at 300% of earned salary. Subject to malus and<br>clawback provisions.<br>Other elements of the Policy for executive directors<br>Shareholding requirements – Executive directors<br>must build and hold a shareholding both during and<br>after employment, helping align their interests with<br>returns to shareholders over the long-term.<br>Shares held outright qualify towards the requirement, and unvested share<br>awards count on a net-of-tax basis once performance conditions have been<br>assessed. On leaving, executive directors are required to hold shares of a<br>value equal to the lower of their shareholding requirement immediately prior<br>to departure and the actual shareholding on departure, for two years.<br>Minimum target requirement:<br>Group CEO – 500% of salary<br>Group CFO – 300% of salary<br>Employee share plans and other all-employee<br>arrangements – Provides an opportunity to acquire<br>shares in the company on a consistent basis to the<br>schemes offered to UK employees.<br>Executive directors can participate in all-employee share plans on the same<br>terms as other employees, including Sharesave and Buy as You Earn, which<br>do not have performance conditions. They also receive Sharing in Success<br>awards at the same level as other employees.<br>For voluntary all-employee share plans, the maximum potential value<br>is determined in line with the statutory limits imposed by HMRC in the<br>UK or the limits under the relevant share plan rules. The maximum<br>level of Sharing in Success award is currently £1,500 per annum.<br>Legacy arrangements – Ensures NatWest Group<br>can continue to honour previous arrangements.<br>This Policy gives authority to honour any previous commitments or<br>arrangements entered into with current or former executive directors.<br>In line with existing commitments and arrangements.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 149 132<br>The Policy was last approved by shareholders at the NatWest Group plc AGM on 23 April 2025 and will apply until the 2028 AGM, unless a revised Policy is approved by shareholders before then. As set<br>out in the Chair’s introduction, we have updated our remuneration approach for executive directors for PY 2025 and PY 2026 in light of the updated regulatory remuneration requirements. The changes<br>we have made apply for PSP awards from PY 2025 onwards and are as follows: an amendment to the vesting schedule so awards vest across a four-year period, with 75% of the PSP award vesting<br>after year three and subject to a two-year holding period, and 25% of the PSP award vesting after year four and subject to a one-year holding period; and replacing the previous discount methodology<br>for prohibition of dividends on unvested shares with dividend equivalents. No changes are proposed to the delivery mechanism for the annual bonus for PY 2025 and PY 2026. The table below and over<br>the page summarises the key elements of the Policy. The full Policy is available under the Governance section on the NatWest Group website.
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The directors’ remuneration policy and wider workforce remuneration continued<br>Summary of the directors’ remuneration policy (the Policy)<br>The Policy was last approved by shareholders at the NatWest Group plc AGM on 23 April 2025 and will apply until the 2028 AGM, unless a revised Policy is approved by shareholders before then. As set<br>out in the Chair’s introduction, we have updated our remuneration approach for executive directors for PY 2025 and PY 2026 in light of the updated regulatory remuneration requirements. The changes<br>we have made apply for PSP awards from PY 2025 onwards and are as follows: an amendment to the vesting schedule so awards vest across a four-year period, with 75% of the PSP award vesting<br>after year three and subject to a two-year holding period, and 25% of the PSP award vesting after year four and subject to a one-year holding period; and replacing the previous discount methodology<br>for prohibition of dividends on unvested shares with dividend equivalents. No changes are proposed to the delivery mechanism for the annual bonus for PY 2025 and PY 2026. The table below and over<br>the page summarises the key elements of the Policy. The full Policy is available under the Governance section of natwestgroup.com.<br>Purpose and link to strategy Operation Maximum potential value<br>Fixed pay for executive directors<br>Base salary – Providing fair levels of base salary<br>that support the recruitment and retention of<br>high-calibre executives to deliver strategic priorities.<br>Paid monthly in cash and reviewed annually based on role, skills and<br>experience and benchmarked against market.<br>Any future salary increases will take in-role performance into account<br>and will be considered against peer companies.<br>Fixed share allowance – Additional fixed pay that<br>reflects the skills and experience required for the role<br>and supports a balanced remuneration policy.<br>Fixed allowance paid in shares, in quarterly instalments. A retention period<br>applies such that shares are released 20% annually, in five equal tranches,<br>on a pro-rata basis over one to five years from the date of award.<br>An award of shares with an annual value of up to 100% of base<br>salary at the time of award.<br>Benefits – A range of flexible and market-competitive benefits.<br>Includes a range of standard benefit options including company car,<br>private medical cover, life assurance and travel assistance.<br>A set level of funding for standard benefits.<br>Pension – Encourages planning for retirement and<br>long-term savings.<br>Monthly pension allowance paid in cash based on a percentage of salary. Aligned with the wider workforce, currently 10% of base salary.<br>Variable pay for executive directors<br>Annual bonus – Supports a culture where<br>individuals are rewarded for superior performance,<br>aligned with strategic objectives and purpose.<br>Assessed against a balanced scorecard of measures, paid in a mix of cash<br>and shares taking into account regulatory requirements. A risk modifier also<br>applies. A post-vesting 12-month retention period will apply to the amount<br>delivered in shares.<br>Set at 150% of earned salary. Subject to malus and<br>clawback provisions.<br>PSP awards – Supports the execution of the<br>strategy and delivers strong performance over a<br>multi-year period.<br>Awards are granted provided satisfactory performance has been achieved in<br>the prior year (‘pre-grant test’). After three years, performance is assessed<br>against a range of pre-determined performance criteria pre-vesting. A risk<br>and conduct underpin also applies. For PY 2025 onwards, 75% of the PSP<br>award vests after year three and is subject to a two-year holding period,<br>and 25% vests after year four and is subject to a one-year holding period.<br>Set at 300% of earned salary. Subject to malus and<br>clawback provisions.<br>Other elements of the Policy for executive directors<br>Shareholding requirements – Executive directors<br>must build and hold a shareholding both during and<br>after employment, helping align their interests with<br>returns to shareholders over the long-term.<br>Shares held outright qualify towards the requirement, and unvested share<br>awards count on a net-of-tax basis once performance conditions have been<br>assessed. On leaving, executive directors are required to hold shares of a<br>value equal to the lower of their shareholding requirement immediately prior<br>to departure and the actual shareholding on departure, for two years.<br>Minimum target requirement:<br>Group CEO – 500% of salary<br>Group CFO – 300% of salary<br>Employee share plans and other all-employee<br>arrangements – Provides an opportunity to acquire<br>shares in the company on a consistent basis to the<br>schemes offered to UK employees.<br>Executive directors can participate in all-employee share plans on the same<br>terms as other employees, including Sharesave and Buy as You Earn, which<br>do not have performance conditions. They also receive Sharing in Success<br>awards at the same level as other employees.<br>For voluntary all-employee share plans, the maximum potential value<br>is determined in line with the statutory limits imposed by HMRC in the<br>UK or the limits under the relevant share plan rules. The maximum<br>level of Sharing in Success award is currently £1,500 per annum.<br>Legacy arrangements – Ensures NatWest Group<br>can continue to honour previous arrangements.<br>This Policy gives authority to honour any previous commitments or<br>arrangements entered into with current or former executive directors.<br>In line with existing commitments and arrangements.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 149<br>The directors’ remuneration policy and wider workforce remuneration continued<br>Remuneration for the Group Chair and non-executive directors<br>Purpose and link to strategy Operation Maximum potential value<br>Fees – Competitive fixed remuneration<br>that reflects the skills, experience and time<br>commitment required to attract individuals<br>to oversee the Board’s strategy.<br>Fees are normally paid monthly in cash, with a portion of the net monthly<br>fee being retained by the Company and used to purchase shares every<br>quarter, in line with our shareholding policy.<br>Any increase to fees will not normally be greater than the average inflation rate<br>or rate of salary increases for the wider workforce over the period of the Policy.<br>The Group Chair is required to build towards a shareholding equivalent to four<br>times the basic Board fee, and for non-executive directors the target is one<br>times the basic annual Board fee.<br>Benefits – A level of benefits provided in line<br>with market practice.<br>Benefits include travel assistance connected with Company business,<br>including the use of a car and driver, where deemed appropriate. NatWest<br>Group will cover related tax liabilities where appropriate and reimburse<br>reasonable business expenses. The Group Chair is also entitled to private<br>medical cover and life insurance.<br>The value of the private medical and life insurance cover provided to the Group<br>Chair as well as other benefits provided under the Policy will be in line with<br>market rates.<br>Other Policy elements for directors<br>Provisions Operation<br>Notice and<br>termination<br>provisions<br>Executive directors<br>Executive directors typically have permanent contracts with no fixed term and require 12 months’ notice from either party to terminate employment, as per their service agreements. No pre-set<br>provisions for compensation on termination exists. NatWest Group have discretion to pay in lieu of notice (based on salary only) in monthly instalments, which are reduced as appropriate if the<br>director gains alternative work. Upon termination of an executive director’s employment, the treatment of each of the elements of remuneration will be determined in accordance with the full<br>Policy and plan rules as relevant. See link below to the full Policy.<br>Group Chair and non-executive directors<br>Adjusting remuneration in light of new information<br>An accountability review process allows NatWest Group to respond where new information<br>would change our variable pay decisions made in previous years and/or the decisions to be<br>made in the current year. The process is used to apply commensurate ex-post risk adjustments<br>to variable pay, where material failure of risk management, material error or employee<br>misbehaviour are identified. Malus provisions allow us to reduce the amount of any unvested<br>variable pay awards, potentially to zero, prior to payment. Clawback can be used to recover<br>variable pay awards that have already vested and we can also apply in-year bonus reductions<br>to adjust variable pay that would otherwise have been awarded for the current year.<br>The circumstances in which we may make adjustments include:<br> • Conduct which results in significant financial losses for NatWest Group;<br> • An individual failing to meet appropriate standards of fitness and propriety;<br> • An individual’s misbehaviour or material error;<br> • NatWest Group or the individual’s business unit suffering a material failure of<br>risk management; and<br> • For malus and in-year bonus reduction only, circumstances where there has been a<br>material downturn in performance of the relevant business unit.<br>This list is not exhaustive and further circumstances may be considered where appropriate.<br>Malus can be applied to any unvested awards. For all MRTs, clawback can be applied for at<br>least seven years after an award is granted, and this period can be extended to 10 years post<br>grant in certain circumstances for our most senior colleagues. These periods take account<br>of the fact that new information may take several years to come to light after an event.<br>Adjustments in 2025<br>Since the last Directors’ remuneration report, no new matters have been raised in relation to<br>the executive directors. We will advise of any changes in future disclosures.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 150 133<br>The full Policy is available under the Governance section on the NatWest Group website, along with the full terms of reference of the Group Performance and Remuneration Committee.<br>The Chair and non-executive directors have letters of appointment instead of contracts. There are no notice periods or termination compensation beyond payment for time served. Non-executive directors are appointed for an initial three-year term, subject to annual shareholder re-election, and may serve a further three-year term. Typically, tenure is limited to nine years, with<br>any extensions beyond this explained in the NatWest Group plc Annual Report on Form 20-F. The Chair is exempt from the Board appointment policy, but follows the UK Corporate Governance<br> Code’s maximum nine-year tenure rule. All directors stand for annual (re-)election at the NatWest Group plc AGM. All director appointment dates are in the Corporate governance report.
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Annual remuneration report<br>Single total figure of remuneration for executive directors for 2025 (audited)<br>Paul Thwaite Katie Murray<br>2025<br>£’000<br>2024<br>£’000<br>2025<br>£’000<br>2024<br>£’000<br>Base salary 1,173 1,142 800 788<br>Fixed share allowance(1) 1,173 1,142 800 788<br>Benefits(2) 75 92 33 42<br>Pension(3) 117 97 80 79<br>Total fixed remuneration 2,538 2,474 1,713 1,697<br>Annual bonus(4) 1,499 890 1,022 599<br>Long-term incentive(5) 2,533 1,572 2,571 2,224<br>Sharing in Success(6) 1 1 1 1<br>Total variable remuneration 4,033 2,463 3,594 2,824<br>Total remuneration 6,571 4,936 5,307 4,520<br>(1) Fixed share allowance: The fixed share allowance is based on 100% of salary and, as part of fixed remuneration, is not subject to any performance conditions.<br>(2) Benefits: Includes standard benefit funding at £26,250 per annum. For both executive directors, this includes travel assistance in connection with company business (Mr Thwaite: £45,258; Ms Murray: £3,623) and assistance with home security (Mr Thwaite: £3,380;<br>Ms Murray: £3,380).<br>in the 2024 Directors’ remuneration report.<br>Annual bonus performance assessment for 2025<br>The maximum bonus award was set at 150% of base salary for 2025, with bonus awards of 50%<br>of maximum available for the achievement of target performance. The committee considered<br>performance against financial and non-financial measures (set to reflect our strategy as well as<br>risk performance by the executive directors). The outcome of this assessment is set out in full<br>on the next page.<br>The committee noted that in 2025 Mr Thwaite had overseen the delivery of strong results and<br>share price growth. Feedback from the Group Chair and other stakeholders reflected that<br>Mr Thwaite had adopted a thoughtful approach to enterprise risk management and had<br>demonstrated strong strategic and operational leadership.<br>In respect of Ms Murray, the committee noted that there had been good financial performance<br>throughout 2025, with a focused effort on capital and balance sheet management, costs<br>and efficiency, supporting delivery against the bank’s strategic and financial targets.<br>A consistent programme of investor engagement throughout 2025 was recognised, further<br>improving investor sentiment and supporting shareholder diversification. Throughout the year,<br>Ms Murray also maintained effective risk management discipline and demonstrated strong<br>strategic, operational, and cultural leadership.<br>The committee agreed the final outcome was representative of performance and there were<br>no unforeseen external impacts that made it necessary to adjust the resulting award levels.<br>The final bonus amounts are set out below. Awards will be made in early 2026, split equally<br>between cash and shares (with the shares subject to a 12-month retention period). Malus<br>and clawback provisions apply to the awards.<br>Maximum award Final bonus award Award level %<br>Paul Thwaite £1,759,492 £1,498,736 85.18%<br>Katie Murray £1,199,654 £1,021,865 85.18%<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 151 134<br>(3) Pension: Executive directors receive a monthly pension allowance of 10% of base salary and can choose to participate in the company’s pension arrangements.<br>(4) Annual bonus: In determining bonus awards for 2025, the committee assessed performance against financial and non-financial measures as set out below and on the next page.<br>(5) Long-term incentive: The 2025 value relates to RSP awards granted in 2023 in respect of performance year 2022. Full details are set out on page 137. The 2024 value relates to LTI awards granted in 2022 in respect of performance year 2021. Full details are set out<br>(6) Sharing in Success: The values relate to Sharing in Success awards delivered in NatWest Group shares to all eligible colleagues (including executive directors). Shares with a grant value of £1,275 per colleague were made in respect of 2024 performance (adjusted for<br>local salary levels). See page 124 for details of the performance conditions.
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Annual remuneration report<br>Single total figure of remuneration for executive directors for 2025 (audited)<br>Paul Thwaite Katie Murray<br>2025<br>£’000<br>2024<br>£’000<br>2025<br>£’000<br>2024<br>£’000<br>Base salary 1,173 1,142 800 788<br>Fixed share allowance(1) 1,173 1,142 800 788<br>Benefits(2) 75 92 33 42<br>Pension(3) 117 97 80 79<br>Total fixed remuneration 2,538 2,474 1,713 1,697<br>Annual bonus(4) 1,499 890 1,022 599<br>Long-term incentive(5) 2,533 1,572 2,571 2,224<br>Sharing in Success(6) 1 1 1 1<br>Total variable remuneration 4,033 2,463 3,594 2,824<br>Total remuneration 6,571 4,936 5,307 4,520<br>(1) Fixed share allowance: The fixed share allowance is based on 100% of salary and, as part of fixed remuneration, is not subject to any performance conditions.<br>(2) Benefits: Includes standard benefit funding at £26,250 per annum. For both executive directors, this includes travel assistance in connection with company business (Mr Thwaite: £45,258; Ms Murray: £3,623) and assistance with home security (Mr Thwaite: £3,380;<br>Ms Murray: £3,380).<br>(3) Pension: Executive directors receive a monthly pension allowance of 10% of base salary and can choose to participate in the company’s pension arrangements.<br>(4) Annual bonus: In determining bonus awards for 2025, the committee assessed performance against financial and non-financial measures as set out below and on the next page.<br>(5) Long-term incentive: The 2025 value relates to RSP awards granted in 2023 in respect of performance year 2022. Full details are set out on page 154. The 2024 value relates to LTI awards granted in 2022 in respect of performance year 2021. Full details are set out<br>in the 2024 Directors’ remuneration report.<br>(6) Sharing in Success: The values relate to Sharing in Success awards delivered in NatWest Group shares to all eligible colleagues (including executive directors). Shares with a grant value of £1,275 per colleague were made in respect of 2024 performance (adjusted for<br>local salary levels). See page 141 for details of the performance conditions.<br>Annual bonus performance assessment for 2025<br>The maximum bonus award was set at 150% of base salary for 2025, with bonus awards of 50%<br>of maximum available for the achievement of target performance. The committee considered<br>performance against financial and non-financial measures (set to reflect our strategy as well as<br>risk performance by the executive directors). The outcome of this assessment is set out in full<br>on the next page.<br>The committee noted that in 2025 Mr Thwaite had overseen the delivery of strong results and<br>share price growth. Feedback from the Group Chair and other stakeholders reflected that<br>Mr Thwaite had adopted a thoughtful approach to enterprise risk management and had<br>demonstrated strong strategic and operational leadership.<br>In respect of Ms Murray, the committee noted that there had been good financial performance<br>throughout 2025, with a focused effort on capital and balance sheet management, costs<br>and efficiency, supporting delivery against the bank’s strategic and financial targets.<br>A consistent programme of investor engagement throughout 2025 was recognised, further<br>improving investor sentiment and supporting shareholder diversification. Throughout the year,<br>Ms Murray also maintained effective risk management discipline and demonstrated strong<br>strategic, operational, and cultural leadership.<br>The committee agreed the final outcome was representative of performance and there were<br>no unforeseen external impacts that made it necessary to adjust the resulting award levels.<br>The final bonus amounts are set out below. Awards will be made in early 2026, split equally<br>between cash and shares (with the shares subject to a 12-month retention period). Malus<br>and clawback provisions apply to the awards.<br>Maximum award Final bonus award Award level %<br>Paul Thwaite £1,759,492 £1,498,736 85.18%<br>Katie Murray £1,199,654 £1,021,865 85.18%<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 151<br>Annual bonus performance assessment for 2025<br>Performance achieved in 2025<br>Annual bonus measures<br>Minimum<br>(10% payable)<br>On target<br>(50% payable)<br>Maximum<br>(100% payable) Weighting<br>Weighted<br>outcome<br>Financial (60%)<br>Group RoTE.(1) 15.0% 16.4% 18.3% 25% 19.93%<br>Attributable profit.(1) £4.1 billion £4.5 billion £5.1 billion 25% 23.72%<br>Group operating expenses, excluding litigation & conduct.(2) £8.2 billion £8.1 billion £8.0 billion 10% 10.00%<br>Non-financial (40%)<br>Customer<br>Group measure using Net Promoter Score (NPS) methodology across the customer<br>franchises, reflecting the contribution of each franchise to Group income. Where NPS<br>is not available for NatWest Markets, an internal Customer Touchpoint Rating (CTR)<br>and independent deal league tables is applied to assess NatWest Markets’<br>customer performance.(3)<br>Meet target on average 20% 18.01%<br>Colleague<br>Progress against purposeful leadership targets. 77 85 87 3.33% 2.50%<br>Progress against performance culture targets. 73 83 85 3.33% 2.50%<br>Increasing diversity in our senior roles.(4) 16.8% 17.9% 18.5% 3.33% 1.06%<br>Simplification<br>% of Retail customers banking entirely Digital.(5) 79% 80% 82% 3.33% 3.20%<br>% of Commercial and Institutional (C&I) customers banking Digital first.(6) 83% 85% 87% 3.33% 1.43%<br>Average deployment frequency for features and digital services. 11 days 7 days 5 days 3.33% 2.83%<br>Downward risk modifier (0-100%)<br>No downward risk modifier was applied for the Group CEO or Group CFO. Final outcome 85.18% (CEO)<br>85.18% (CFO)<br>The reconciliation to the report figures and footnotes for the table above is set out on the next page.<br>Annual remuneration report continued<br>Target exceeded on average<br>Achieved 17.5%<br>Achieved £5.0bn<br>Achieved £8.0bn<br>Achieved 86<br>Achieved 84<br>Achieved 81.8%<br>Achieved 17.4%<br>Achieved 84.5%<br>Achieved 5.6 days<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 152 135
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Reconciliation to reported figures and footnotes<br>Amount<br>(£bn)(7)<br>Group<br>RoTE<br>Group attributable<br>profit excluding<br>notable items<br>(£bn)<br>Group operating<br>costs, excluding<br>litigation and<br>conduct costs (£bn)<br>Reported figure 19.2% 5.5 (8.1)<br>Base rate adjustment 0.1 (0.2%) (0.0)<br>Gains from interest and FX risk management derivatives not in accounting hedge relationships, own credit adjustments and other income not driven<br>by management actions 0.2 (0.5%) (0.1)<br>Incremental capacity created, utilised in strategic investments and de-risking 2026 (0.1) 0.3% 0.1 0.1<br>Timing of FX and conduct losses and tax rate alignment 0.2 (0.8%) (0.2)<br>Deferred Tax Asset write-back 0.1 (0.4%) (0.1)<br>Figures used in bonus scorecard 17.5% 5.0 (8.0)<br>(1) For the purpose of assessment under the bonus scorecard, adjustments are made to the published RoTE and attributable profit to exclude material factors outside of management’s control. For RoTE, items will only be adjusted if this results in an impact of at least 0.25%.<br>For performance year 2025, these include:<br>a. Material changes in base rate from that assumed at the beginning of the year;<br>b. Gains from interest and FX risk management derivatives not in accounting hedge relationships, own credit adjustments, and the timing of FX losses;<br>c. Deferred tax asset and effective tax rate changes;<br>d. Other income not driven by management actions; and<br>e. Impact of incremental capacity created, utilised in strategic investments and de-risking 2026.<br>(2) For operating expenses, adjusting for the impact of incremental capacity created, utilised in strategic investments and de-risking 2026.<br>(3) Targets: Retail Banking: Improve NatWest Retail Main Bank NPS to +23 and improve NatWest Premier NPS to +23. Private Banking & Wealth Management: Improve Coutts NPS to +46 and improve Coutts £1m+ NPS to +54. Commercial & Institutional: Improve NatWest £0-750k NPS<br>to -8, maintain NatWest £750k-£250m NPS at +5, improve NatWest £2m-£250m to +22, maintain >£250m NPS at +27, decline in RBSI NPS to +43, improve RBSI International & Affluent NPS to +45, NatWest Markets maintain average Customer Touchpoint Rating (CTR) of 78% and<br>ranking in 4 independent Deal League Tables (Top 3 in GBP issuance for Investment Grade corporates, Sovereign Supranationals and Agencies GBP, Financial Institutions GBP and 1st for Private Placements for UK issuers). We met or exceeded 11 out of the 12 customer goals set for<br>2025. The weighted average rating across these 12 targets means that the Customer outcome is 18.01%.<br>(4) NatWest Group’s management structures were revised during 2025. For the purpose of remuneration reporting, the representation targets were set based on the management structures in place at the start of 2025 with performance assessed at 31 December 2025. For full details<br>on our inclusion targets, see our Creating an inclusive workforce section on pages 62 and 63.<br>(5) Retail franchise customers with active current accounts that have accessed a digital platform (online or mobile) and not used a branch or telephony for 90-days in the reporting period ending 31 December 2025. Inactive customers and customers with no channel usage excluded.<br>Mortgages and savings accounts, and interactions via the Post Office are excluded from the scope of measurement.<br>(6) C&I franchise (ring-fenced bank) customers with active non-personal account/s that access their account 95% or higher through digital channels for three rolling months in the reporting period. Access to an account through a digital channel may not result in a transaction.<br>(7) Amounts quoted are pre-tax whereas RoTE and attributable profit impacts are post tax.<br>Figures may not cast due to rounding.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 153 136
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Reconciliation to reported figures and footnotes<br>Amount<br>(£bn)(7)<br>Group<br>RoTE<br>Group attributable<br>profit excluding<br>notable items<br>(£bn)<br>Group operating<br>costs, excluding<br>litigation and<br>conduct costs (£bn)<br>Reported figure 19.2% 5.5 (8.1)<br>Base rate adjustment 0.1 (0.2%) (0.0)<br>Gains from interest and FX risk management derivatives not in accounting hedge relationships, own credit adjustments and other income not driven<br>by management actions 0.2 (0.5%) (0.1)<br>Incremental capacity created, utilised in strategic investments and de-risking 2026 (0.1) 0.3% 0.1 0.1<br>Timing of FX and conduct losses and tax rate alignment 0.2 (0.8%) (0.2)<br>Deferred Tax Asset write-back 0.1 (0.4%) (0.1)<br>Figures used in bonus scorecard 17.5% 5.0 (8.0)<br>(1) For the purpose of assessment under the bonus scorecard, adjustments are made to the published RoTE and attributable profit to exclude material factors outside of management’s control. For RoTE, items will only be adjusted if this results in an impact of at least 0.25%.<br>For performance year 2025, these include:<br>a. Material changes in base rate from that assumed at the beginning of the year;<br>b. Gains from interest and FX risk management derivatives not in accounting hedge relationships, own credit adjustments, and the timing of FX losses;<br>c. Deferred tax asset and effective tax rate changes;<br>d. Other income not driven by management actions; and<br>e. Impact of incremental capacity created, utilised in strategic investments and de-risking 2026.<br>(2) For operating expenses, adjusting for the impact of incremental capacity created, utilised in strategic investments and de-risking 2026.<br>(3) Targets: Retail Banking: Improve NatWest Retail Main Bank NPS to +23 and improve NatWest Premier NPS to +23. Private Banking & Wealth Management: Improve Coutts NPS to +46 and improve Coutts £1m+ NPS to +54. Commercial & Institutional: Improve NatWest £0-750k NPS<br>to -8, maintain NatWest £750k-£250m NPS at +5, improve NatWest £2m-£250m to +22, maintain >£250m NPS at +27, decline in RBSI NPS to +43, improve RBSI International & Affluent NPS to +45, NatWest Markets maintain average Customer Touchpoint Rating (CTR) of 78% and<br>ranking in 4 independent Deal League Tables (Top 3 in GBP issuance for Investment Grade corporates, Sovereign Supranationals and Agencies GBP, Financial Institutions GBP and 1st for Private Placements for UK issuers). We met or exceeded 11 out of the 12 customer goals set for<br>2025. The weighted average rating across these 12 targets means that the Customer outcome is 18.01%.<br>(4) NatWest Group’s management structures were revised during 2025. For the purpose of remuneration reporting, the representation targets were set based on the management structures in place at the start of 2025 with performance assessed at 31 December 2025. For full details<br>on our inclusion targets, see our Creating an inclusive workforce section on pages 62 and 63.<br>(5) Retail franchise customers with active current accounts that have accessed a digital platform (online or mobile) and not used a branch or telephony for 90-days in the reporting period ending 31 December 2025. Inactive customers and customers with no channel usage excluded.<br>Mortgages and savings accounts, and interactions via the Post Office are excluded from the scope of measurement.<br>(6) C&I franchise (ring-fenced bank) customers with active non-personal account/s that access their account 95% or higher through digital channels for three rolling months in the reporting period. Access to an account through a digital channel may not result in a transaction.<br>(7) Amounts quoted are pre-tax whereas RoTE and attributable profit impacts are post tax.<br>Figures may not cast due to rounding.<br>Annual remuneration report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 153<br>Vesting of 2023 RSP<br>awards (audited)<br>RSP awards were granted to Mr Thwaite<br>and Ms Murray in March 2023 in respect<br>of performance year 2022.<br>At the end of 2025, a RSP pre-vest underpin<br>assessment took place to review whether<br>anything had come to light which might<br>call into question the original award. The<br>committee made an assessment at the end of<br>the three-year performance period (covering<br>financial years 2023 to 2025) to determine<br>whether sustainable performance has been<br>achieved. The outcome was reviewed using<br>the pre-vest underpin criteria detailed in the<br>summary table opposite.<br>The underpin assessment found that the level<br>of capital held relative to minimum capital<br>requirements and total distributions paid<br>relative to our distribution policy were<br>satisfactory, and there had been no<br>material deterioration in the risk or<br>regulatory compliance profile since grant.<br>The committee also considered any potential<br>windfall gains, particularly looking at any<br>significant fall in the share price prior to the<br>date of the grant in March 2023, as well as the<br>change to the NatWest Group share price over<br>the pre-vest period versus our market peers.<br>Considering all these factors, the committee<br>concluded there was no need to make any<br>adjustment, and that the final outcome and<br>value in light of the shareholder experience<br>over the same period was fair.<br>As set out in the Chair’s introduction, due<br>to the recent regulatory changes, the shares<br>will vest in March 2026 and March 2027 for<br>Mr Thwaite as a result of accelerated vesting,<br>given he was not an executive director at the<br>time of grant.<br>Paul Thwaite Katie Murray<br>2023 RSP award Shares Value Shares Value<br>Number of shares at grant 425,074 £937,500 431,451 £951,563<br>Reduction for pre-vest underpin assessment – – – –<br>Number of shares vesting 425,074 – 431,451 –<br>Increase in value due to share price – £1,595,346 – £1,619,281<br>Estimated vesting value – £2,532,846 – £2,570,844<br>Pre-vest test criteria<br>A sustainable level of performance over<br>the period with reference to:<br>Actual Outcome<br>The level of capital held relative to<br>minimum capital requirement. The level of capital held throughout the period between grant and vest<br>(2023-2025) exceeded all minimum ratios under the UK adoption of the<br>Capital Requirements Regulation.<br>Met<br>Total distributions paid relative to our<br>distribution policy.<br>Ordinary dividend distributions across 2023-2025 were in line with<br>external guidance of approximately 40% of attributable profit from<br>2023-2024 and approximately 50% of attributable profit projected<br>in 2025.<br>Met<br>No material deterioration in the risk<br>or regulatory compliance profile or<br>control environment of the bank, or<br>serious conduct or reputational event.<br>Our underpin assessment indicated no material deterioration in risk<br>performance at NatWest Group level since grant. Any material events<br>identified in the intervening period were, where necessary, dealt with in<br>the applicable performance year.<br>Met<br>Award (% maximum) vesting 100%<br>Annual remuneration report continued<br>For Ms Murray, who was an executive director<br>at the time of grant, the shares will vest in<br>equal amounts between 2026 and 2030,<br>with each vested tranche subject to a<br>12-month retention period.<br>Malus and clawback provisions continue<br>to apply to all awards.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 154 137<br>(1) The estimated vesting value is based on share price of £5.9586, the average over the three-month period from October to December 2025. The actual vesting value, based on the share price on the vesting<br>date, will be restated in the 2026 NatWest Group plc Annual Report on Form 20-F.<br>A summary of the number of shares vesting<br>is set out in the table at the top of this page,<br>along with the estimated vesting values for the<br>2023 RSP award, as set out in the single total<br>figure of remuneration table on page 134.
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Annual remuneration report continued<br>Scheme interest – RSP awards granted during 2025 (audited)<br>Grant date Face value Award price(1) Shares awarded(2) Vesting levels Performance requirement<br>Paul Thwaite 07-Mar-25 £1,713,365 £3.7933 451,682 Between<br>0% – 100%<br>with no set<br>minimum<br>vesting<br>The award was subject to a pre-grant assessment of performance over 2024. The committee will make<br>a further assessment at the end of the three-year performance period (covering financial years 2025 to<br>2027) to determine whether sustainable performance has been achieved.<br>Before vesting, the outcome will be reviewed by the committee using the underpin criteria -<br>1. The level of capital held relative to the maximum distribution amount.<br>2. Total distributions paid relative to our distribution policy.<br>3. Any material deterioration in the risk or regulatory compliance profile or control environment of<br>NatWest Group, or a serious conduct or reputational event.<br>The committee will also use their broader discretion to verify that the vesting out-turn aligned to<br>shareholder experience over the period. Full details are also disclosed in the 2024 Directors’<br>remuneration report.<br>Katie Murray 07-Mar-25 £1,181,928 £3.7933 311,583<br>(1) The award price shown is calculated as the average share price over the five days prior to the grant date, discounted to reflect the absence of the right to receive dividends or dividend equivalents during the vesting period. For reference, the full market price of NatWest Group shares<br>at the time of grant for the 2025 RSP awards was £4.7284.<br>(2) The conditional share awards equated to 150% of earned salary. Subject to the pre-vest assessment, these awards will vest in equal amounts between years 2028 and 2032. Service conditions and malus provisions apply up until vest, and clawback provisions apply for a period of at<br>least seven years from the date of grant.<br>PSP awards to be granted for 2025 (audited)<br>Following a pre-grant test which confirmed that satisfactory performance was achieved in 2025, the committee has approved the grant of PSP awards at maximum level (300% of earned salary) for<br>Mr Thwaite and Ms Murray in March 2026.<br>The awards will be subject to a three-year performance period starting on 1 January 2026 and ending on 31 December 2028, and will be assessed against a challenging pre-determined scorecard of<br>measures pre-vesting. Under each component of the performance scorecard, 25% of maximum will normally vest for threshold performance and 100% of maximum will normally vest for maximum<br>performance, with vesting on a straight-line basis between these two points.<br>Payments for loss of office and payments to past directors (audited)<br>Former Group CEO Alison Rose’s employment ended on 26 July 2024 following the completion of her contractual notice period. As part of the settlement agreement, Ms Rose retained access to security<br>services for 12 months following the end of her employment. This provision ended on 26 July 2025. The total cost associated with this service from August 2023 to July 2025 was £14,730. Full details of<br>Ms Rose’s notice period arrangements are disclosed in the 2023 Directors’ remuneration report.<br>There are no other payments to past directors to disclose for 2025.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 155 138<br>Full details of the PSP scorecard measures for 2026 to 2028 are detailed on pages 142 and 143.
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Annual remuneration report continued<br>Scheme interest – RSP awards granted during 2025 (audited)<br>Grant date Face value Award price(1) Shares awarded(2) Vesting levels Performance requirement<br>Paul Thwaite 07-Mar-25 £1,713,365 £3.7933 451,682 Between<br>0% – 100%<br>with no set<br>minimum<br>vesting<br>The award was subject to a pre-grant assessment of performance over 2024. The committee will make<br>a further assessment at the end of the three-year performance period (covering financial years 2025 to<br>2027) to determine whether sustainable performance has been achieved.<br>Before vesting, the outcome will be reviewed by the committee using the underpin criteria -<br>1. The level of capital held relative to the maximum distribution amount.<br>2. Total distributions paid relative to our distribution policy.<br>3. Any material deterioration in the risk or regulatory compliance profile or control environment of<br>NatWest Group, or a serious conduct or reputational event.<br>The committee will also use their broader discretion to verify that the vesting out-turn aligned to<br>shareholder experience over the period. Full details are also disclosed in the 2024 Directors’<br>remuneration report.<br>Katie Murray 07-Mar-25 £1,181,928 £3.7933 311,583<br>(1) The award price shown is calculated as the average share price over the five days prior to the grant date, discounted to reflect the absence of the right to receive dividends or dividend equivalents during the vesting period. For reference, the full market price of NatWest Group shares<br>at the time of grant for the 2025 RSP awards was £4.7284.<br>(2) The conditional share awards equated to 150% of earned salary. Subject to the pre-vest assessment, these awards will vest in equal amounts between years 2028 and 2032. Service conditions and malus provisions apply up until vest, and clawback provisions apply for a period of at<br>least seven years from the date of grant.<br>PSP awards to be granted for 2025 (audited)<br>Following a pre-grant test which confirmed that satisfactory performance was achieved in 2025, the committee has approved the grant of PSP awards at maximum level (300% of earned salary) for<br>Mr Thwaite and Ms Murray in March 2026.<br>The awards will be subject to a three-year performance period starting on 1 January 2026 and ending on 31 December 2028, and will be assessed against a challenging pre-determined scorecard of<br>measures pre-vesting. Under each component of the performance scorecard, 25% of maximum will normally vest for threshold performance and 100% of maximum will normally vest for maximum<br>performance, with vesting on a straight-line basis between these two points.<br>Full details of the PSP scorecard measures for 2026 to 2028 are detailed on pages 159 and 160.<br>Payments for loss of office and payments to past directors (audited)<br>Former Group CEO Alison Rose’s employment ended on 26 July 2024 following the completion of her contractual notice period. As part of the settlement agreement, Ms Rose retained access to security<br>services for 12 months following the end of her employment. This provision ended on 26 July 2025. The total cost associated with this service from August 2023 to July 2025 was £14,730. Full details of<br>Ms Rose’s notice period arrangements are disclosed in the 2023 Directors’ remuneration report.<br>There are no other payments to past directors to disclose for 2025.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 155<br>Remuneration for the Group Chair and non-executive directors in 2025<br>With effect from 1 May 2025, the Group Chair’s composite fee was increased from £800,000 to £826,000 per annum and the basic Board fee was increased from £88,000 to £92,000 per annum.<br>The basic Board fee increase reflected the continued time commitment, responsibilities and expectations of our directors as they further develop as a high-performing Board, whilst ensuring ongoing<br>competitiveness with comparable major UK companies. All other Board and committee fees were increased in line with, but not exceeding, the 2024 global workforce % increase (3.3%), as detailed in the<br>table below. The Colleague Advisory Panel (CAP) Chair fee, which had not been increased since the CAP was established in 2018, was increased from £15,000 to £15,500 from 1 May 2025. All changes<br>were within the scope of the Policy approved by shareholders and no directors were involved in decisions involving their own remuneration.<br>2025 fees<br>£<br>2024 fees<br>£<br>Increase<br>%<br>Group Chair – composite fee 826,000 800,000 3.25<br>Basic Board fee 92,000 88,000 4.55<br>Senior Independent Director (SID) 38,000 37,000 2.70<br>Chair – GAC, BRC and RemCo(1) 80,000 77,500 3.23<br>Chair – TISC(2) 69,500 67,500 2.96<br>Member – GAC, BRC and RemCo(1) 37,000 36,000 2.78<br>Member – N&G(1) 17,000 16,500 3.03<br>Member – TISC(2) 34,000 33,000 3.03<br>(1) GAC (Group Audit Committee), BRC (Group Board Risk Committee), RemCo (Group Performance and Remuneration Committee), N&G (Group Nominations and Governance Committee).<br>(2) TISC (Group Technology, Innovation and Simplification Committee) first met in June 2025 and as its areas of focus were an evolution of the former Group Sustainable Banking Committee (SBC), it was agreed that the SBC Chair and member fees should be applied to the TISC Chair<br>and members respectively.<br>For NatWest Group plc Board directors who also serve on the boards and committees of NatWest Holdings Limited, National Westminster Bank Plc and The Royal Bank of Scotland plc, the fees above<br>reflect membership of all four boards and their respective Board committees. Non-executive directors may also receive fees for membership of other subsidiary company boards and committees, the<br>value of which would be included below. No variable pay is provided to the Group Chair and non-executive directors. Further details of Board and committee members and their attendance at meetings<br>can be found in the Board report and relevant committee reports.<br>Total remuneration for the Group Chair and non-executive directors in 2025 (audited)<br>Fees Benefits(1) Total<br>2025<br>£’000<br>2024<br>£’000<br>2025<br>£’000<br>2024<br>£’000<br>2025<br>£’000<br>2024<br>£’000<br>Group Chair (composite fee)<br>Rick Haythornthwaite 817 596 124 68 941 664<br>Non-executive directors<br>Josh Critchley(2) 15 – 1 – 16 –<br>Frank Dangeard(3) 91 287 0 3 91 290<br>Roisin Donnelly 176 147 6 6 182 153<br>Patrick Flynn 244 216 11 9 255 225<br>Geeta Gopalan 198 44 5 3 202 47<br>Yasmin Jetha 160 153 3 4 163 157<br>Stuart Lewis 223 216 5 6 228 222<br>Mark Seligman(4) 53 211 1 9 54 220<br>Gill Whitehead(5) 158 – 8 – 166 –<br>Lena Wilson 285 248 17 23 303 271<br>(1) The benefits column for the Group Chair includes travel assistance in connection with company business, as well as private medical cover, life cover and expenses in connection with travel and attendance at Board meetings. Non-executive directors are reimbursed expenses incurred<br>in connection with travel and attendance at Board meetings.<br>(2) Mr Critchley was appointed to the Board with effect from 3 November 2025.<br>(3) Mr Dangeard stepped down on 23 April 2025, he received the Chair of NatWest Markets Plc fee until that date. This annual fee was detailed in the 2024 Directors’ remuneration report as £290,000 per annum.<br>(4) Mr Seligman retired on 31 March 2025.<br>(5) Ms Whitehead was appointed to the Board with effect from 8 January 2025.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 156 139
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Implementation of remuneration policy in 2026<br>Pay arrangements<br>Salary<br>(1 Jan 2026)<br>Salary<br>(1 Apr 2026)<br>Standard<br>benefits(1) Pension<br>Fixed share<br>allowance(2)<br>Maximum bonus<br>award for 2026(3)<br>Maximum PSP<br>award for 2026(4)<br>Paul Thwaite £1,178,773 £1,217,083 £26,250 10% of salary 100% of salary £1,811,258 £3,622,517<br>Katie Murray £803,709 £829,830 £26,250 10% of salary 100% of salary £1,234,950 £2,469,899<br>(1) Amounts shown relate to standard benefit funding. Executive directors are also entitled to benefits such as travel assistance and security arrangements in line with the Policy and are eligible to participate in all-employee share plan arrangements on the same basis as colleagues.<br>(2) Fixed share allowance is payable broadly in arrears, currently in four instalments per year. The shares will be released in equal amounts over a five-year period.<br>(3) The maximum bonus award under the Policy is set at 150% of base salary and is calculated on salary earned over the year. The award is expected to vest at 50% where on-target performance is achieved across the scorecard.<br>(4) The maximum PSP award under the Policy is set at 300% of base salary and is calculated on salary earned over the year. The maximum value of the PSP award receivable by the Group CEO and Group CFO for 2026 would increase to £5,433,775 and £3,704,849 respectively in the<br>event there was a 50% increase in the NatWest Group plc share price over the PSP three-year period from grant to vest.<br>Annual bonus and PSP for 2026<br>The committee intends to implement the Policy as follows:<br>Annual bonus performance assessment for 2026<br>The annual bonus scorecard will be based on weighted performance measures and appropriately stretching targets across financial and non-financial<br>areas that align with our strategy. For 2026, financial performance will represent 60% of the scorecard, with target ranges set in line with the budget.<br>Non-financial measures will be focused across customer, colleague and strategy measures and will represent an aggregate of 40% of the scorecard<br>in line with the UK regulators’ expectations. A downward risk modifier will also apply, enabling risk performance to be assessed and awards reduced,<br>potentially to zero, if considered appropriate.<br>Details of the targets for 2026 are on the next page. Some of the threshold and maximum targets are considered commercially sensitive and so, will<br>be disclosed retrospectively at the end of the performance period in the 2026 Directors’ remuneration report, alongside the actual level of performance<br>achieved and associated narrative. The maximum value of annual bonus awards is set at 150% of base salary for executive directors. The level of the<br>award to be paid will normally increase on a straight-line basis between 10% of maximum for threshold performance, 50% of maximum for target<br>performance and 100% of maximum opportunity for each scorecard measure. No award will be made if threshold performance, as determined by<br>the committee, is not achieved.<br>All assessments of performance are subject to the committee’s judgement to determine the appropriate outcome. Discretion will only be used by the<br>committee when the application of the formulaic performance outcome drives an outcome which is considered unrepresentative of performance or<br>when it is necessary to take into account strategic, economic or societal impacts that were not, or could not have been, accounted for at the point<br>of agreeing the bonus scorecard.<br>Annual remuneration report continued<br>Sharing in Success<br>For 2026, we will measure success<br>based on succeeding with customers,<br>underpinned by financial performance,<br>our approach to risk and delivering<br>value for shareholders.<br>Subject to performance criteria being<br>met, awards will be delivered to all<br>eligible colleagues, including executive<br>directors, in NatWest Group shares.<br>Awards have a maximum value of<br>£1,500 per colleague (adjusted for<br>local salary levels).<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 157 140<br>In December 2025, the committee approved salary increases of 3.25% for the Group CEO and the Group CFO, effective from 1 April 2026. Pay arrangements for the 2026 performance year are set out<br>below. Both executive directors will receive annual bonus and PSP awards in March 2026 in respect of the 2025 performance year. Full details of these awards can be found on pages 134 and 138.
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Implementation of remuneration policy in 2026<br>Pay arrangements<br>In December 2025, the committee approved salary increases of 3.25% for the Group CEO and the Group CFO, effective from 1 April 2026. Pay arrangements for the 2026 performance year are set out<br>below. Both executive directors will receive annual bonus and PSP awards in March 2026 in respect of the 2025 performance year. Full details of these awards can be found on pages 151 and 155.<br>Salary<br>(1 Jan 2026)<br>Salary<br>(1 Apr 2026)<br>Standard<br>benefits(1) Pension<br>Fixed share<br>allowance(2)<br>Maximum bonus<br>award for 2026(3)<br>Maximum PSP<br>award for 2026(4)<br>Paul Thwaite £1,178,773 £1,217,083 £26,250 10% of salary 100% of salary £1,811,258 £3,622,517<br>Katie Murray £803,709 £829,830 £26,250 10% of salary 100% of salary £1,234,950 £2,469,899<br>(1) Amounts shown relate to standard benefit funding. Executive directors are also entitled to benefits such as travel assistance and security arrangements in line with the Policy and are eligible to participate in all-employee share plan arrangements on the same basis as colleagues.<br>(2) Fixed share allowance is payable broadly in arrears, currently in four instalments per year. The shares will be released in equal amounts over a five-year period.<br>(3) The maximum bonus award under the Policy is set at 150% of base salary and is calculated on salary earned over the year. The award is expected to vest at 50% where on-target performance is achieved across the scorecard.<br>(4) The maximum PSP award under the Policy is set at 300% of base salary and is calculated on salary earned over the year. The maximum value of the PSP award receivable by the Group CEO and Group CFO for 2026 would increase to £5,433,775 and £3,704,849 respectively in the<br>event there was a 50% increase in the NatWest Group plc share price over the PSP three-year period from grant to vest.<br>Annual bonus and PSP for 2026<br>The committee intends to implement the Policy as follows:<br>Annual bonus performance assessment for 2026<br>The annual bonus scorecard will be based on weighted performance measures and appropriately stretching targets across financial and non-financial<br>areas that align with our strategy. For 2026, financial performance will represent 60% of the scorecard, with target ranges set in line with the budget.<br>Non-financial measures will be focused across customer, colleague and strategy measures and will represent an aggregate of 40% of the scorecard<br>in line with the UK regulators’ expectations. A downward risk modifier will also apply, enabling risk performance to be assessed and awards reduced,<br>potentially to zero, if considered appropriate.<br>Details of the targets for 2026 are on the next page. Some of the threshold and maximum targets are considered commercially sensitive and so, will<br>be disclosed retrospectively at the end of the performance period in the 2026 Directors’ remuneration report, alongside the actual level of performance<br>achieved and associated narrative. The maximum value of annual bonus awards is set at 150% of base salary for executive directors. The level of the<br>award to be paid will normally increase on a straight-line basis between 10% of maximum for threshold performance, 50% of maximum for target<br>performance and 100% of maximum opportunity for each scorecard measure. No award will be made if threshold performance, as determined by<br>the committee, is not achieved.<br>All assessments of performance are subject to the committee’s judgement to determine the appropriate outcome. Discretion will only be used by the<br>committee when the application of the formulaic performance outcome drives an outcome which is considered unrepresentative of performance or<br>when it is necessary to take into account strategic, economic or societal impacts that were not, or could not have been, accounted for at the point<br>of agreeing the bonus scorecard.<br>Annual remuneration report continued<br>Sharing in Success<br>For 2026, we will measure success<br>based on succeeding with customers,<br>underpinned by financial performance,<br>our approach to risk and delivering<br>value for shareholders.<br>Subject to performance criteria being<br>met, awards will be delivered to all<br>eligible colleagues, including executive<br>directors, in NatWest Group shares.<br>Awards have a maximum value of<br>£1,500 per colleague (adjusted for<br>local salary levels).<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 157<br>Annual bonus performance measures and targets for 2026<br>Any targets not disclosed on the below scorecard will be disclosed retrospectively at the end of the performance period in the 2026 Directors’ remuneration report, as the committee considers them to be<br>commercially sensitive at this point in time. The targets will be disclosed alongside the actual level of performance achieved and associated narrative.<br>Category Performance measures Target Weighting<br>Financial 60%<br>Group RoTE (with CET1 underpin). Target will be set with appropriate reference to external guidance. 25%<br>Attributable profit. Target will be set with appropriate reference to external guidance. 25%<br>Group operating expenses, excluding litigation and conduct costs. Target will be set with appropriate reference to external guidance. 10%<br>Non-financial 40%<br>Customer<br>Group measure using Net Promoter Score methodology across the customer segments, reflecting<br>the contribution of each segment to Group income. Where NPS is not applicable for Commercial<br>and Institutional Banking (CIB) and NatWest Markets performance will be assessed using two<br>independent deal league tables, and the Institutions Greenwich Quality Index (GQI) for Rates and FX.<br>On average, to meet our targets (within a rounding). Targets are<br>set to maintain or improve. 20%<br>Colleague Progress against purposeful leadership targets.<br>Progress against performance culture targets.<br>Purposeful leadership target from Our View = 86.<br>Performance culture target from Our View = 84.<br>10%<br>Strategy<br>% Retail customers with active current accounts banking exclusively digitally.(1)<br>% of active Commercial and Institutional (C&I) customers banking digitally.(3)<br>Average time to deploy new features and services (days).(5)<br>82.5%(2)<br>85%(4)<br>Three days.<br>10%<br>Risk<br>(0 – 100%)<br>Risk performance assessment based on Group, NatWest Holdings, Functional (CFO only) and individual risk<br>performance.<br>Discretionary downwards modifier. 0-100%<br>(1) Retail Banking customers with active current accounts that have accessed a digital platform (online or mobile) and not used a branch or telephony for 90 days in the reporting period.<br>(2) Inactive customers and customers with no channel usage excluded. Mortgages and savings accounts, and interactions via the Post Office are excluded from the scope of measurement.<br>(3) Proportion of C&I (ring-fenced bank) customers with active non-personal accounts that conducted 95% or more of their account access digitally for the final three months in the reporting period.<br>(4) Access to account through a digital channel may not result in a transaction.<br>(5) Average time (rolling quarterly) to deploy new features and services to end users where the application is active and has had four or more changes in the last 12 months.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 158 141
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PSP awards to be granted in 2026<br>Following a pre-grant test which confirmed<br>that satisfactory performance was achieved<br>in 2025, the committee approved the grant<br>of PSP awards at maximum level (300% of<br>earned salary) for Mr Thwaite and Ms Murray<br>in March 2026. The awards will be subject to a three-year performance period starting on<br>1 January 2026.<br>The PSP scorecard is based on weighted<br>performance measures and appropriately<br>stretching targets across financial and<br>non-financial areas that align with our<br>strategy and regulatory expectations.<br>For the PSP awards to be granted in 2026,<br>financial performance represents 60% of the<br>scorecard, split evenly between Group RoTE<br>and Relative Total Shareholder Return (TSR).<br>Whilst Group RoTE is also used as an annual<br>bonus measure, the committee is comfortable<br>with its inclusion in the PSP scorecard on the<br>basis that the delivery of a strong return on<br>tangible equity is of the utmost importance to<br>NatWest Group, acting as a key measure of<br>the sustainable long-term returns we wish to<br>deliver to our shareholders. The inclusion of<br>this measure within both the annual bonus<br>and the PSP is also in line with the approach<br>taken by other major UK-listed banks.<br>Relative TSR acts as a key measure of<br>shareholder returns compared to our UK and<br>European banking peers. In 2025, ahead of<br>the PSP awards being made, the committee<br>confirmed that the peer group for the Relative<br>TSR measure (30% weighting) will consist of<br>18 banks listed in the UK and Europe which<br>are considered to be of comparable size and<br>complexity to NatWest Group. Further details<br>on the peer group chosen for this metric are<br>outlined on the next page.<br>The remaining 40% of the scorecard is based<br>on non-financial measures. 15% is based on<br>sustainability, namely a climate and transition<br>finance(3) measure which drives delivery of our<br>£200 billion target between 1 July 2025 and<br>the end of 2030. This is a key sustainability<br>target within NatWest Group, and its inclusion<br>aligns with market practice at our peers. The<br>last 25% of the scorecard is based on strategic<br>measures which incentivise management to<br>further progress our strategic priorities of:<br>(i) Disciplined growth, by building stable<br>income streams;<br>(ii) Leveraging simplification, to improve<br>productivity and efficiency; and<br>(iii) Active balance sheet and risk<br>management, to drive capital<br>generation and distribution capacity.<br>This element of the scorecard also includes<br>inclusion metrics. The committee considered<br>it appropriate to move these metrics from the<br>annual bonus scorecard to the PSP scorecard<br>going forward, as it is believed that making<br>material and sustainable change in these<br>areas is more meaningfully measured over the<br>medium to long-term time horizon associated<br>with the PSP. The targets proposed for these<br>metrics are designed to drive strong progress<br>towards the delivery of our previously<br>announced targets by the end of 2030, namely: • 50% female representation globally(4) in<br>our senior leadership population;(5)<br>• 19% of UK colleagues from ethnic minority<br>groups in our senior leadership population;(5)<br>and<br>• 5% of UK Black(6) colleagues in our senior<br>leadership population.(5)<br>At the time of vesting, a risk and conduct<br>underpin will also apply to determine if there<br>has been any material deterioration in<br>risk and control performance or a serious<br>conduct/reputational event that may warrant a downward adjustment (up to 100% of<br>vesting if considered appropriate).<br>The PSP scorecard with performance<br>measures and targets for 2026-2028 are<br>detailed on the next page along with footnotes.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 159 142
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PSP awards to be granted in 2026<br>Following a pre-grant test which confirmed<br>that satisfactory performance was achieved<br>in 2025, the committee approved the grant<br>of PSP awards at maximum level (300% of<br>earned salary) for Mr Thwaite and Ms Murray<br>in March 2026. The awards will be subject to<br>a three-year performance period starting on<br>1 January 2026.<br>The PSP scorecard is based on weighted<br>performance measures and appropriately<br>stretching targets across financial and<br>non-financial areas that align with our<br>strategy and regulatory expectations.<br>For the PSP awards to be granted in 2026,<br>financial performance represents 60% of the<br>scorecard, split evenly between Group RoTE<br>and Relative Total Shareholder Return (TSR).<br>Whilst Group RoTE is also used as an annual<br>bonus measure, the committee is comfortable<br>with its inclusion in the PSP scorecard on the<br>basis that the delivery of a strong return on<br>tangible equity is of the utmost importance to<br>NatWest Group, acting as a key measure of<br>the sustainable long-term returns we wish to<br>deliver to our shareholders. The inclusion of<br>this measure within both the annual bonus<br>and the PSP is also in line with the approach<br>taken by other major UK-listed banks.<br>Relative TSR acts as a key measure of<br>shareholder returns compared to our UK and<br>European banking peers. In 2025, ahead of<br>the PSP awards being made, the committee<br>confirmed that the peer group for the Relative<br>TSR measure (30% weighting) will consist of<br>18 banks listed in the UK and Europe which<br>are considered to be of comparable size and<br>complexity to NatWest Group. Further details<br>on the peer group chosen for this metric are<br>outlined on the next page.<br>The remaining 40% of the scorecard is based<br>on non-financial measures. 15% is based on<br>sustainability, namely a climate and transition<br>finance(3) measure which drives delivery of our<br>£200 billion target between 1 July 2025 and<br>the end of 2030. This is a key sustainability<br>target within NatWest Group, and its inclusion<br>aligns with market practice at our peers. The<br>last 25% of the scorecard is based on strategic<br>measures which incentivise management to<br>further progress our strategic priorities of:<br>(i) Disciplined growth, by building stable<br>income streams;<br>(ii) Leveraging simplification, to improve<br>productivity and efficiency; and<br>(iii) Active balance sheet and risk<br>management, to drive capital<br>generation and distribution capacity.<br>This element of the scorecard also includes<br>inclusion metrics. The committee considered<br>it appropriate to move these metrics from the<br>annual bonus scorecard to the PSP scorecard<br>going forward, as it is believed that making<br>material and sustainable change in these<br>areas is more meaningfully measured over the<br>medium to long-term time horizon associated<br>with the PSP. The targets proposed for these<br>metrics are designed to drive strong progress<br>towards the delivery of our previously<br>announced targets by the end of 2030, namely:<br>• 50% female representation globally(4) in<br>our senior leadership population;(5)<br>• 19% of UK colleagues from ethnic minority<br>groups in our senior leadership population;(5)<br>and<br>• 5% of UK Black(6) colleagues in our senior<br>leadership population.(5)<br>At the time of vesting, a risk and conduct<br>underpin will also apply to determine if there<br>has been any material deterioration in<br>risk and control performance or a serious<br>conduct/reputational event that may warrant<br>a downward adjustment (up to 100% of<br>vesting if considered appropriate).<br>The PSP scorecard with performance<br>measures and targets for 2026-2028 are<br>detailed on the next page along with footnotes.<br>Annual remuneration report continued<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 159<br>Annual remuneration report continued<br>PSP performance measures and targets for 2026-2028<br>Any targets not disclosed on the below scorecard will be disclosed retrospectively at the time of vesting, as the committee considers them to be commercially sensitive at this point in time. This will be<br>disclosed alongside the actual level of performance achieved and associated narrative.<br>Category Performance measures Weighting<br>Threshold<br>(25% payout)<br>Maximum<br>(100% payout)<br>Financial (60% weighting)<br>Group RoTE(1) 30% 17.0% 19.0%<br>Relative Total Shareholder Return compared to a peer group consisting of 18 UK and European banks.(2) 30% Median Upper quartile<br>Non-financial (40% weighting)<br>Sustainability Climate and transition finance(3) 15%<br>Climate and transition finance is intended to support our net-zero ambition by providing financing and<br>facilitation options that may help our customers to achieve their climate and/or transition ambitions. £100bn £125bn<br>Strategic Disciplined growth 10%<br>Targets will be disclosed retrospectively at the time of vesting.<br>Customer balance growth across gross lending, deposits and assets under management and administration.<br>Leveraging simplification 5%<br>Cost:income ratio.<br>Active balance sheet and risk management 5%<br>Capital generation measuring the ability to grow our capital base.<br>Inclusion 5%<br>% of female representation globally(4) in our senior leadership population(5) by 31 December 2028. 45.4% 47.4%<br>% of UK colleagues from ethnic minority groups in our senior leadership population(5) by 31 December 2028. 14.0% 16.0%<br>% of UK Black(6) colleagues in our senior leadership population(5) by 31 December 2028. 1.5% 3.3%<br>Risk and conduct underpin<br>(1) Group RoTE will be measured as the average RoTE over the three financial years of the performance period. Adjustments will be limited to notable items as reported in the external accounts and any impact of material changes in base rate from that assumed in the plan.<br>(2) The peer group for the 2026-2028 PSP consists of 18 Banks in the UK and Europe which are considered to be of comparable size and complexity to NatWest, namely ABN Amro, AIB, Bank of Ireland, Barclays, BNP Paribas, CaixaBank, Commerzbank, Crédit Agricole, Danske Bank,<br>DNB Bank, Handelsbanken, HSBC, ING Group, Intesa Sanpaolo, Lloyds, Nordea, Santander, and Société Generale.<br>(3) Climate finance and transition finance as defined in the climate and transition finance framework. Climate and transition finance represents only a relatively small proportion of our overall financing and facilitation activities.<br>(4) Global targets remain subject to local laws and regulations.<br>(5) The senior leadership population is CEO-2+.<br>(6) Black mixed ethnicity categories are included in our Black diversity target calculations.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 160 143
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Annual remuneration report continued<br>Fees for NatWest Group plc Board(1)<br>Rates with effect<br>from 1 May 2025<br>Group Chair (composite fee) £826,000<br>Non-executive director basic fee £92,000<br>Senior Independent Director £38,000<br>Fees for NatWest Group plc Board committees(1) Member Chair<br>Group Board Risk Committee £37,000 £80,000<br>Group Audit Committee £37,000 £80,000<br>Group Performance and Remuneration Committee £37,000 £80,000<br>Group Technology, Innovation and Simplification Committee £34,000 £69,500<br>Group Nominations and Governance Committee £17,000 –<br>Other fees for NatWest Group plc Board directors<br>Rates with effect<br>from 1 May 2025<br>Chair of the Colleague Advisory Panel £15,500<br>(1) No additional fees are payable where the director is also a member of the boards and respective Board committees of NatWest Holdings Limited, National Westminster Bank Plc and The Royal Bank of Scotland<br>plc. Where appropriate, directors receive additional fees for membership of other subsidiary company boards and committees, including NatWest Markets Plc. If applicable, we will disclose the value of fees<br>received in this report each year.<br>Group Chair and non-executive<br>shareholding policy and annual<br>fees for 2026<br>Under the shareholding policy for the Group<br>Chair and non-executive directors, NatWest<br>Group retains a portion of the net monthly<br>basic fees (10% for the Group Chair and 25%<br>for non-executive directors) which is used to<br>purchase shares every quarter.<br>The Group Chair is required to build towards a<br>shareholding equivalent to four times the basic<br>annual Board fee (currently £368,000) and for<br>non-executive directors the target is one times<br>the basic annual Board fee (currently £92,000).<br>Once the target is achieved, monthly<br>deductions and quarterly purchases will<br>continue at a reduced percentage of net<br>monthly fees (5% for the Group Chair and<br>10% for non-executive directors). The shares<br>purchased under the shareholding policy are<br>held in a nominee account with dividends<br>reinvested and shares retained until the<br>director steps down from the Board.<br>The annual fees applicable are set out in the<br>table opposite, with the fees delivered in a<br>combination of cash and shares, in line with<br>the shareholding policy above. In line with our<br>usual approach, the fees will be reviewed<br>in 2026 with any changes effective from<br>1 May 2026.<br>Other external directorships<br>Any new external appointments to be<br>undertaken by directors require prior Board<br>approval. Steps are in place to make sure that<br>directors comply with regulatory limits on the<br>number of directorships held.<br>The Board also considers whether it is<br>appropriate for executive directors to retain<br>any remuneration from any new external roles,<br>depending on the appointment. Details of<br>current external appointments can be found<br>in the biographies section of the Corporate<br>governance report.<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 161 144
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Annual remuneration report continued<br>Fees for NatWest Group plc Board(1)<br>Rates with effect<br>from 1 May 2025<br>Group Chair (composite fee) £826,000<br>Non-executive director basic fee £92,000<br>Senior Independent Director £38,000<br>Fees for NatWest Group plc Board committees(1) Member Chair<br>Group Board Risk Committee £37,000 £80,000<br>Group Audit Committee £37,000 £80,000<br>Group Performance and Remuneration Committee £37,000 £80,000<br>Group Technology, Innovation and Simplification Committee £34,000 £69,500<br>Group Nominations and Governance Committee £17,000 –<br>Other fees for NatWest Group plc Board directors<br>Rates with effect<br>from 1 May 2025<br>Chair of the Colleague Advisory Panel £15,500<br>(1) No additional fees are payable where the director is also a member of the boards and respective Board committees of NatWest Holdings Limited, National Westminster Bank Plc and The Royal Bank of Scotland<br>plc. Where appropriate, directors receive additional fees for membership of other subsidiary company boards and committees, including NatWest Markets Plc. If applicable, we will disclose the value of fees<br>received in this report each year.<br>Group Chair and non-executive<br>shareholding policy and annual<br>fees for 2026<br>Under the shareholding policy for the Group<br>Chair and non-executive directors, NatWest<br>Group retains a portion of the net monthly<br>basic fees (10% for the Group Chair and 25%<br>for non-executive directors) which is used to<br>purchase shares every quarter.<br>The Group Chair is required to build towards a<br>shareholding equivalent to four times the basic<br>annual Board fee (currently £368,000) and for<br>non-executive directors the target is one times<br>the basic annual Board fee (currently £92,000).<br>Once the target is achieved, monthly<br>deductions and quarterly purchases will<br>continue at a reduced percentage of net<br>monthly fees (5% for the Group Chair and<br>10% for non-executive directors). The shares<br>purchased under the shareholding policy are<br>held in a nominee account with dividends<br>reinvested and shares retained until the<br>director steps down from the Board.<br>The annual fees applicable are set out in the<br>table opposite, with the fees delivered in a<br>combination of cash and shares, in line with<br>the shareholding policy above. In line with our<br>usual approach, the fees will be reviewed<br>in 2026 with any changes effective from<br>1 May 2026.<br>Other external directorships<br>Any new external appointments to be<br>undertaken by directors require prior Board<br>approval. Steps are in place to make sure that<br>directors comply with regulatory limits on the<br>number of directorships held.<br>The Board also considers whether it is<br>appropriate for executive directors to retain<br>any remuneration from any new external roles,<br>depending on the appointment. Details of<br>current external appointments can be found<br>in the biographies section of the Corporate<br>governance report.<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 161<br>Annual change in directors’ pay compared to average change in employee pay<br>Executive directors receive fixed share allowances and, from the 2022 performance year onwards, annual bonus awards. The Group Chair and non-executive directors receive fees rather<br>than salary and do not receive annual bonus awards. We regularly review membership of Board committees and changes in membership will impact the level of fees paid to non-executive<br>directors from one year to the next. The benefits figures for non-executive directors can also change significantly year on year depending on the amount of travel undertaken in connection<br>with Board meetings. Data for employees is based on average salary, benefits and variable pay (i.e., annual bonus and Sharing in Success awards).<br>2024 to 2025 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021<br>Annual percentage change Salary Benefits(1) Annual Bonus Salary Benefits(1) Annual Bonus Salary Benefits(1) Annual Bonus Salary Benefits(1) Annual Bonus Salary Benefits(1) Annual Bonus<br>UK employees(2) 4.45% 8.48% 15.78% 4.34% 6.87% 30.03% 8.11% 9.65% 7.13% 5.20% 6.34% 42.48% 2.02% 4.68% 35.24%<br>Executive directors<br>Paul Thwaite(3) 3% 0% 68% 41% 0% 98% – – – – – n/a – – n/a<br>Katie Murray 1.5% 0% 71% 1% 0% 46% 3% 0% -2% 1.50% 0% n/a 0% 0% n/a<br>Group Chair and<br>non-executive directors Fees Benefits Annual Bonus Fees Benefits Annual Bonus Fees Benefits Annual Bonus Fees Benefits Annual Bonus Fees Benefits Annual Bonus<br>Rick Haythornthwaite(4) 37% 82% n/a – – n/a – – n/a – – n/a – – n/a<br>Josh Critchley(5) – – n/a – – n/a – – n/a – – n/a – – n/a<br>Frank Dangeard(6) -68% -100% n/a 4% 17% n/a 3% -33% n/a 2% 200% n/a 1% 0% n/a<br>Roisin Donnelly(5) 20% -9% n/a 25% 13% n/a 462% 0% n/a – – n/a – – n/a<br>Patrick Flynn 13% 14% n/a -1% 192% n/a -6% -40% n/a 2% 400% n/a 0% -67% n/a<br>Geeta Gopalan(5) 349% 68% n/a – – n/a – – n/a – – n/a – – n/a<br>Yasmin Jetha 4% -6% n/a -3% -26% n/a -8% 25% n/a 1% 300% n/a 33% 100% n/a<br>Stuart Lewis(5) 4% -19% n/a 55% 27% n/a – – n/a – – n/a – – n/a<br>Mark Seligman(7) -75% -91% n/a 3% 81% n/a 3% 0% n/a 4% 400% n/a 1% 0% n/a<br>Gill Whitehead(5) – – n/a – – n/a – – n/a – – n/a – – n/a<br>Lena Wilson 15% -25% n/a -11% 108% n/a 36% -35% n/a 5% 240% n/a 8% 25% n/a<br>(1) Standard benefit funding for executive directors has remained unchanged. The figures above exclude any other benefits to executive directors such as travel assistance in connection with company business, the value of which is disclosed each year in the single total figure table.<br>(2) NatWest Group plc is a holding company and is not an employing entity. The disclosure above compares the change in directors’ pay with all employees based in the UK. The data is based on the average full-time equivalent salary and benefit costs of UK-based employees of NatWest<br>Group, excluding the Group CEO and the Group CFO. This is considered to be the most representative comparator group, as it covers the majority of employees and the Group CEO and Group CFO are based in the UK. The average percentage change relates to salaries and<br>benefits awarded in the respective financial years for UK employees and therefore may differ from figures quoted elsewhere in the report, for example, the proposed salary increases to be awarded from April 2026.<br>(3) Mr Thwaite was appointed as Group CEO on 25 July 2023, so there are no prior year comparisons. For 2023, the change in his remuneration is based on actual amounts he earned over the whole of 2023, not just in his capacity as Group CEO, given he was an employee of NatWest<br>Group before becoming Group CEO.<br>(4) Mr Haythornthwaite joined the Board of NatWest Group plc as an independent non-executive director on 8 January 2024 and following a handover period took over as Group Chair on 15 April 2024. Therefore, there are no prior year comparisons.<br>(5) Mr Critchley joined the Board on 3 November 2025, Ms Whitehead joined the Board on 8 January 2025, Ms Gopalan joined the Board on 1 July 2024, Mr Lewis joined the Board on 1 April 2023, and Ms Donnelly joined the Board on 1 October 2022, so there are no prior year<br>comparisons before their respective joining date.<br>(6) Mr Dangeard stepped down on 23 April 2025.<br>(7) Mr Seligman retired on 31 March 2025.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 162 145
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CEO to employee pay ratios<br>The ratios below compare the total pay of<br>the Group CEO, as set out in the single figure<br>of remuneration table in this report, against<br>the pay of three employees whose earnings<br>represent the lower, median and upper<br>quartiles of the UK employee population.<br>A significant proportion of the Group CEO’s<br>total remuneration is delivered through<br>long-term incentive arrangements, linked to<br>performance and share price movements,<br>which means the ratio can fluctuate<br>significantly from one year to the next.<br>None of the three employees identified this<br>year received equivalent long-term incentive<br>arrangements. Information based on salary<br>only is included as a further comparison.<br>The change in the total remuneration median<br>pay ratio since 2018 is largely driven by the<br>more variable nature of performance-related<br>pay for the Group CEO. The trend in the salary<br>only pay ratio shows as stable and slightly<br>decreasing due to lower than workforce<br>increases for the Group CEO and progression<br>in salaries for the wider workforce.<br>In 2023, the single figure table detailed the<br>pro-rated amount of Mr Thwaite’s annual<br>bonus award as he took on the Group CEO<br>role part way through the year. Also, as<br>Ms Rose voluntarily declined a LTI award<br>in 2021, in relation to events relating to<br>COVID-19, there was no vesting amount<br>to include. This contributed to the pay ratio<br>falling in 2023 before rising in 2024, and again<br>in 2025. The rise is primarily due to higher<br>vesting values for long-term incentive awards<br>as a result of strong share price performance<br>and an increased annual bonus opportunity<br>from 2025.<br>The total remuneration and salary for<br>employees at the lower, median and upper<br>quartiles has either remained stable or<br>increased year on year.<br>Pay ratios Remuneration values (£000)<br>Year Methodology P25 (LQ) P50 (Median) P75 (UQ) Calculation Group CEO Y25 (LQ) Y50 (Median) Y75 (UQ)<br>2018 A Total remuneration 143:1 97:1 56:1 Total remuneration 3,578 25 37 64<br>Salary only 44:1 30:1 19:1 Salary only 1,000 23 33 51<br>2019 A Total remuneration 175:1 118:1 69:1 Total remuneration 4,517 26 38 66<br>Salary only 44:1 30:1 19:1 Salary only 1,017 23 34 52<br>2020 A Total remuneration 99:1 66:1 39:1 Total remuneration 2,615 26 40 66<br>Salary only 46:1 31:1 20:1 Salary only 1,100 24 36 54<br>2021 A Total remuneration 130:1 87:1 51:1 Total remuneration 3,588 28 41 70<br>Salary only 44:1 29:1 20:1 Salary only 1,100 25 37 55<br>2022 A Total remuneration 177:1 119:1 71:1 Total remuneration 5,249 30 44 74<br>Salary only 42:1 28:1 19:1 Salary only 1,117 27 40 58<br>2023 A Total remuneration 95:1 64:1 39:1 Total remuneration 3,158 33 50 81<br>Salary only 38:1 25:1 17:1 Salary only 1,106 29 44 63<br>2024 A Total remuneration 139:1 93:1 56:1 Total remuneration 4,936 36 53 87<br>Salary only 37:1 25:1 17:1 Salary only 1,142 31 46 66<br>2025 A Total remuneration 175:1 117:1 71:1 Total remuneration 6,571 37 56 92<br>Salary only 36:1 24:1 17:1 Salary only 1,173 33 48 70<br>Supplementary information on the pay ratio table:<br>(1) The data for 2025 is based on remuneration earned by Mr Thwaite, as set out in the single total figure of remuneration table in the remuneration report.<br>(2) The employees at the 25th, 50th and 75th percentiles (lower, median and upper quartiles) were determined as at 31 December of the relevant year, based on full-time equivalent remuneration for all UK employees. This includes fixed pay (salary, pension funding and where relevant<br>benefit funding and other allowances) and any variable pay (based on the amount to be paid). For employees who work part time, fixed pay is grossed up to the full-time equivalent.<br>(3) ‘Option A’ methodology was selected as this is considered the most statistically accurate method.<br>(4) UK employees receive a pension funding allowance set as a percentage of salary. Some employees continue to participate in the defined benefit pension scheme. For simplicity and consistency with prior years, we have included the pension funding allowance value in the calculation<br>for all employees.<br>(5) The data for the three employees identified has been considered and fairly reflects pay at the relevant quartiles among the UK employee population. All three individuals were full-time employees during the year and none received an exceptional award that would otherwise inflate<br>their pay figure.<br>Annual remuneration report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 163 146<br>The pay ratios reflect the diverse range of<br>roles and pay levels across NatWest Group.<br>The median pay ratio is consistent with the pay<br>and reward policies for UK employees as a<br>whole. We pay each individual a fair rate for<br>the role performed, using consistent reward<br>policies. We set out further information on<br>our fair pay approach on the NatWest Group<br>website.
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CEO to employee pay ratios<br>The ratios below compare the total pay of<br>the Group CEO, as set out in the single figure<br>of remuneration table in this report, against<br>the pay of three employees whose earnings<br>represent the lower, median and upper<br>quartiles of the UK employee population.<br>A significant proportion of the Group CEO’s<br>total remuneration is delivered through<br>long-term incentive arrangements, linked to<br>performance and share price movements,<br>which means the ratio can fluctuate<br>significantly from one year to the next.<br>None of the three employees identified this<br>year received equivalent long-term incentive<br>arrangements. Information based on salary<br>only is included as a further comparison.<br>The pay ratios reflect the diverse range of<br>roles and pay levels across NatWest Group.<br>The median pay ratio is consistent with the pay<br>and reward policies for UK employees as a<br>whole. We pay each individual a fair rate for<br>the role performed, using consistent reward<br>policies. We set out further information on<br>our fair pay approach at natwestgroup.com.<br>The change in the total remuneration median<br>pay ratio since 2018 is largely driven by the<br>more variable nature of performance-related<br>pay for the Group CEO. The trend in the salary<br>only pay ratio shows as stable and slightly<br>decreasing due to lower than workforce<br>increases for the Group CEO and progression<br>in salaries for the wider workforce.<br>In 2023, the single figure table detailed the<br>pro-rated amount of Mr Thwaite’s annual<br>bonus award as he took on the Group CEO<br>role part way through the year. Also, as<br>Ms Rose voluntarily declined a LTI award<br>in 2021, in relation to events relating to<br>COVID-19, there was no vesting amount<br>to include. This contributed to the pay ratio<br>falling in 2023 before rising in 2024, and again<br>in 2025. The rise is primarily due to higher<br>vesting values for long-term incentive awards<br>as a result of strong share price performance<br>and an increased annual bonus opportunity<br>from 2025.<br>The total remuneration and salary for<br>employees at the lower, median and upper<br>quartiles has either remained stable or<br>increased year on year.<br>Pay ratios Remuneration values (£000)<br>Year Methodology P25 (LQ) P50 (Median) P75 (UQ) Calculation Group CEO Y25 (LQ) Y50 (Median) Y75 (UQ)<br>2018 A Total remuneration 143:1 97:1 56:1 Total remuneration 3,578 25 37 64<br>Salary only 44:1 30:1 19:1 Salary only 1,000 23 33 51<br>2019 A Total remuneration 175:1 118:1 69:1 Total remuneration 4,517 26 38 66<br>Salary only 44:1 30:1 19:1 Salary only 1,017 23 34 52<br>2020 A Total remuneration 99:1 66:1 39:1 Total remuneration 2,615 26 40 66<br>Salary only 46:1 31:1 20:1 Salary only 1,100 24 36 54<br>2021 A Total remuneration 130:1 87:1 51:1 Total remuneration 3,588 28 41 70<br>Salary only 44:1 29:1 20:1 Salary only 1,100 25 37 55<br>2022 A Total remuneration 177:1 119:1 71:1 Total remuneration 5,249 30 44 74<br>Salary only 42:1 28:1 19:1 Salary only 1,117 27 40 58<br>2023 A Total remuneration 95:1 64:1 39:1 Total remuneration 3,158 33 50 81<br>Salary only 38:1 25:1 17:1 Salary only 1,106 29 44 63<br>2024 A Total remuneration 139:1 93:1 56:1 Total remuneration 4,936 36 53 87<br>Salary only 37:1 25:1 17:1 Salary only 1,142 31 46 66<br>2025 A Total remuneration 175:1 117:1 71:1 Total remuneration 6,571 37 56 92<br>Salary only 36:1 24:1 17:1 Salary only 1,173 33 48 70<br>Supplementary information on the pay ratio table:<br>(1) The data for 2025 is based on remuneration earned by Mr Thwaite, as set out in the single total figure of remuneration table in the remuneration report.<br>(2) The employees at the 25th, 50th and 75th percentiles (lower, median and upper quartiles) were determined as at 31 December of the relevant year, based on full-time equivalent remuneration for all UK employees. This includes fixed pay (salary, pension funding and where relevant<br>benefit funding and other allowances) and any variable pay (based on the amount to be paid). For employees who work part time, fixed pay is grossed up to the full-time equivalent.<br>(3) ‘Option A’ methodology was selected as this is considered the most statistically accurate method.<br>(4) UK employees receive a pension funding allowance set as a percentage of salary. Some employees continue to participate in the defined benefit pension scheme. For simplicity and consistency with prior years, we have included the pension funding allowance value in the calculation<br>for all employees.<br>(5) The data for the three employees identified has been considered and fairly reflects pay at the relevant quartiles among the UK employee population. All three individuals were full-time employees during the year and none received an exceptional award that would otherwise inflate<br>their pay figure.<br>Annual remuneration report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 163<br>Summary of remuneration levels for employees in 2025<br>Remuneration of Material Risk Takers in 2025<br>The tables below summarise the total pay for colleagues identified as MRTs for one or more entities<br>across NatWest Group along with the number of individuals earning more than €1 million for the<br>year. Note that the number of MRTs excludes colleagues who left NatWest Group prior to<br>31 December 2025 in line with regulatory requirements.<br>Number of >€1m earners(1)<br>Number of MRTs 590 €1.0 million to below €1.5 million 55<br>Remuneration (£millions) €1.5 million to below €2.0 million 20<br>Total fixed pay £185.1 €2.0 million to below €2.5 million 3<br>Total variable pay £129.1 €2.5 million to below €3.0 million 4<br>Total remuneration £314.2 €3.0 million to below €3.5 million 4<br>€3.5 million to below €4.0 million 2<br>€4.0 million to below €4.5 million -<br>€4.5 million to below €5.0 million 1<br>Total 89<br>(1) This information is disclosed in euros in line with the<br>requirements of the regulations.<br>The disclosure of remuneration levels for employees includes anyone employed by NatWest Group during the year.<br>Annual remuneration report continued<br>42,548 employees earned total remuneration<br>up to £50,000<br>14,931 employees earned total remuneration<br>between £50,000 and £100,000<br>7,890 employees earned total remuneration<br>between £100,000 and £250,000<br>1,180 employees earned total remuneration<br>over £250,000<br>63.93%<br>22.44%<br>11.86%<br>1.77%<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 164 147<br>Each year, we disclose the remuneration paid to individuals whose activities have a material<br>influence over NatWest Group’s performance or risk profile, known as Material Risk Takers (MRTs).<br>The disclosures are made in line with regulatory requirements and full details can be found in our<br>Pillar 3 reports on the NatWest Group website.
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Share interests for the Group Chair and non-executive directors<br>Directors’ interests in NatWest Group plc shares (audited)<br>The Group CEO and Group CFO have entered into irrevocable trading plans in respect of 25% of their vested shares free from retention requirements at the point they entered into the trading plans in<br>order to engage in structured, regular share dealing activity and to assist with portfolio management.<br>Paul Thwaite Katie Murray<br>Shares held – beneficially owned(1) 973,643 786,477<br>Shares held – performance assessed unvested shares(2) 250,573 535,016<br>Total shares held counting towards requirements(3) 1,224,216 1,321,493<br>Shareholding requirement 500% of salary 300% of salary<br>Position against requirement(4) 676% of salary 1,071% of salary<br>(1) Shares owned beneficially as at 31 December 2025. Includes shares held by persons closely associated with the directors.<br>(2) Share awards are also included for the purposes of the shareholding requirement once any performance assessment has been completed. All share awards are included net of taxes due to be paid on vesting.<br>(3) As at 13 February 2026, there were no changes to the shares held as shown above for Mr Thwaite and Ms Murray.<br>(4) The position against the requirement was calculated as at 31 December 2025 based on the closing price of £6.5180 on 31 December 2025.<br>Rick<br>Haythornthwaite<br>Josh<br>Critchley(3)<br>Frank<br>Dangeard(4)<br>Roisin<br>Donnelly<br>Patrick<br>Flynn<br>Geeta<br>Gopalan<br>Yasmin<br>Jetha<br>Stuart<br>Lewis<br>Mark<br>Seligman(5)<br>Gill<br>Whitehead(3)<br>Lena<br>Wilson<br>Shares held(1),(2) 42,938 16,000 13,899 18,606 28,624 3,825 37,248 10,780 61,177 2,295 36,726<br>Shareholding<br>requirement<br>4x basic annual<br>Board fee 1x basic annual Board fee<br>Position against<br>requirement<br>76%<br>of target<br>113%<br>of target<br>98%<br>of target<br>131%<br>of target<br>202%<br>of target<br>27%<br>of target<br>263%<br>of target<br>76%<br>of target<br>433%<br>of target<br>16%<br>of target<br>260%<br>of target<br>(1) Shares owned beneficially as at 31 December 2025 or at the date of stepping down from the Board if earlier. Includes shares held by persons closely associated. As at 13 February 2026, there were no changes to the shares held as shown above.<br>(2) For the Group Chair and the non-executive directors, a final share purchase under the shareholding policy for 2025 was made on 2 January 2026 and has been included in the table above as it related to deductions from 2025 fees.<br>(3) Mr Critchley was appointed to the Board with effect from 3 November 2025. Ms Whitehead was appointed to the Board with effect from 8 January 2025.<br>(4) Mr Dangeard stepped down on 23 April 2025.<br>(5) 36,585 shares are held in the name of M Seligman & Co Limited, of which Mark Seligman and Louise Seligman are shareholders. Mr Seligman retired on 31 March 2025.<br>Annual remuneration report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 165 148<br>Under the shareholding requirements, the Group CEO and Group CFO need to build up and maintain shares to the value of 500% of salary and 300% of salary, respectively. The requirements apply<br>both during employment and for two years after leaving, in line with best practice. Procedures are in place to ensure the shareholding requirement is enforced, including the submission of pre-approval<br>requests prior to the execution of any trades, or the application of trade restrictions for leavers. Further details of our shareholding requirements as part of our Policy can be found on page 130.<br>As set out on page 132, the Group Chair and non-executive directors are subject to a separate shareholding policy. The shareholding requirement is expressed as a number of shares, which is<br> calculated at the beginning of each year. The progress being made towards the shareholding requirement is in line with expectations. A number of the directors held shares prior to the policy’s<br> introduction which has accelerated their progress.
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Share interests for the Group Chair and non-executive directors<br>As set out on page 149, the Group Chair and non-executive directors are subject to a separate shareholding policy. The shareholding requirement is expressed as a number of shares, which is<br>calculated at the beginning of each year. The progress being made towards the shareholding requirement is in line with expectations. A number of the directors held shares prior to the policy’s<br>introduction which has accelerated their progress.<br>Directors’ interests in NatWest Group plc shares (audited)<br>Under the shareholding requirements, the Group CEO and Group CFO need to build up and maintain shares to the value of 500% of salary and 300% of salary, respectively. The requirements apply<br>both during employment and for two years after leaving, in line with best practice. Procedures are in place to ensure the shareholding requirement is enforced, including the submission of pre-approval<br>requests prior to the execution of any trades, or the application of trade restrictions for leavers. Further details of our shareholding requirements as part of our Policy can be found on page 147.<br>The Group CEO and Group CFO have entered into irrevocable trading plans in respect of 25% of their vested shares free from retention requirements at the point they entered into the trading plans in<br>order to engage in structured, regular share dealing activity and to assist with portfolio management.<br>Paul Thwaite Katie Murray<br>Shares held – beneficially owned(1) 973,643 786,477<br>Shares held – performance assessed unvested shares(2) 250,573 535,016<br>Total shares held counting towards requirements(3) 1,224,216 1,321,493<br>Shareholding requirement 500% of salary 300% of salary<br>Position against requirement(4) 676% of salary 1,071% of salary<br>(1) Shares owned beneficially as at 31 December 2025. Includes shares held by persons closely associated with the directors.<br>(2) Share awards are also included for the purposes of the shareholding requirement once any performance assessment has been completed. All share awards are included net of taxes due to be paid on vesting.<br>(3) As at 13 February 2026, there were no changes to the shares held as shown above for Mr Thwaite and Ms Murray.<br>(4) The position against the requirement was calculated as at 31 December 2025 based on the closing price of £6.5180 on 31 December 2025.<br>Rick<br>Haythornthwaite<br>Josh<br>Critchley(3)<br>Frank<br>Dangeard(4)<br>Roisin<br>Donnelly<br>Patrick<br>Flynn<br>Geeta<br>Gopalan<br>Yasmin<br>Jetha<br>Stuart<br>Lewis<br>Mark<br>Seligman(5)<br>Gill<br>Whitehead(3)<br>Lena<br>Wilson<br>Shares held(1),(2) 42,938 16,000 13,899 18,606 28,624 3,825 37,248 10,780 61,177 2,295 36,726<br>Shareholding<br>requirement<br>4x basic annual<br>Board fee 1x basic annual Board fee<br>Position against<br>requirement<br>76%<br>of target<br>113%<br>of target<br>98%<br>of target<br>131%<br>of target<br>202%<br>of target<br>27%<br>of target<br>263%<br>of target<br>76%<br>of target<br>433%<br>of target<br>16%<br>of target<br>260%<br>of target<br>(1) Shares owned beneficially as at 31 December 2025 or at the date of stepping down from the Board if earlier. Includes shares held by persons closely associated. As at 13 February 2026, there were no changes to the shares held as shown above.<br>(2) For the Group Chair and the non-executive directors, a final share purchase under the shareholding policy for 2025 was made on 2 January 2026 and has been included in the table above as it related to deductions from 2025 fees.<br>(3) Mr Critchley was appointed to the Board with effect from 3 November 2025. Ms Whitehead was appointed to the Board with effect from 8 January 2025.<br>(4) Mr Dangeard stepped down on 23 April 2025.<br>(5) 36,585 shares are held in the name of M Seligman & Co Limited, of which Mark Seligman and Louise Seligman are shareholders. Mr Seligman retired on 31 March 2025.<br>Annual remuneration report continued<br>Strategic report Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc 2025 Annual Report and Accounts 165<br>Share awards under share plans<br>Year<br>Awards held<br>1 Jan 2025<br>Awards<br>granted Award price £(5)<br>Full market value<br>at grant £ Awards vested Awards lapsed<br>Awards held<br>31-Dec-25 Expected vesting dates<br>Paul Thwaite<br>Deferred award(3) 2020 30,123 1.70 30,123 –<br>LTI award 2021 192,524 1.67 1.87 48,131 144,393(1) 07.03.26(7)<br>LTI award 2022 410,492 1.82 2.23 82,099 328,393(1) 07.03.26(7)<br>RSP award 2023 425,074 2.21 2.92 425,074(2) 07.03.26 – 07.03.27(7)<br>RSP award 2024 677,576 1.79 2.44 677,576(2) 07.03.27 – 07.03.31<br>RSP award 2025 451,682 3.79 4.73 451,682(2) 07.03.28 – 07.03.32<br>Annual bonus/Deferred award(4) 2025 97,215 4.58 4.73 97,215 –<br>Sharing in Success award(6) 2025 264 4.83 264 –<br>1,735,789 549,161 257,832 2,027,118<br>Total LTI and RSP awards subject to service 472,786(1)<br>Total LTI and RSP awards subject to performance and service 1,554,332(2)<br>Year<br>Awards held<br>1 Jan 2025<br>Awards<br>granted Award price £(5)<br>Full market value<br>at grant £ Awards vested Awards lapsed<br>Awards held<br>31-Dec-25 Expected vesting dates<br>Katie Murray<br>Deferred award(3) 2019 83,575 2.64 41,790 41,785(1) 07.03.26<br>LTI award 2020 387,939 1.70 129,313 258,626(1) 07.03.26 – 07.03.27<br>LTI award 2021 325,809 1.67 1.87 81,453 244,356(1) 07.03.26 – 07.03.28<br>LTI award 2022 580,885 1.82 2.23 116,177 464,708(1) 07.03.26 – 07.03.29<br>RSP award 2023 431,451 2.21 2.92 431,451(2) 07.03.26 – 07.03.30<br>RSP award 2024 653,915 1.79 2.44 653,915(2) 07.03.27 – 07.03.31<br>RSP award 2025 311,583 3.79 4.73 311,583(2) 07.03.28 – 07.03.32<br>Annual bonus/Deferred award(4) 2025 65,375 4.58 4.73 65,375 –<br>Sharing in Success award(6) 2025 264 4.83 264 –<br>2,463,574 377,222 434,372 2,406,424<br>Total LTI and RSP awards subject to service 1,009,475(1)<br>Total LTI and RSP awards subject to performance and service 1,396,949(2)<br>(1) Performance assessments for these awards have taken place and awards remain subject to deferral and employment conditions before vesting. These awards count on a net-of-tax basis towards meeting the shareholding requirement.<br>(2) Awards are subject to a pre-vest performance assessment along with deferral and employment conditions before vesting.<br>(3) For Mr Thwaite, deferred awards for 2020 relate to annual bonus awards granted for performance prior to becoming an executive director, with payments deferred in line with regulatory requirements. Similarly, for Ms Murray the deferred award from 2019 relates to annual bonus<br>awards granted for performance prior to becoming an executive director.<br>(4) For annual bonus, shares were granted as an element of the up-front bonus; these were awarded and vested in 2025, in line with the Policy.<br>(5) The award price shown from 2021 to 2025 is discounted to reflect the absence of the right to receive dividends or dividend equivalents during the vesting period, in line with agreed methodology for LTI and RSP awards at that time. For reference, the full market price of NatWest<br>Group shares at the time of grant is also shown.<br>(6) The Sharing in Success award was delivered in shares in May 2025 to all colleagues, including executive directors. Awards of shares worth £1,275 were made in respect of 2024 performance (adjusted for local salary levels).<br>(7) The expected vesting dates for Mr Thwaite have been accelerated for awards relating to his roles prior to becoming an executive director in line with the UK regulatory remuneration requirements published in October 2025.<br>Annual remuneration report continued<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 166 149
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Relative importance of spend<br>on pay £m (% change on 2024)<br>(1) Remuneration paid to all employees represents total<br>staff expenses as per Note 3 to the consolidated financial<br>statements, exclusive of social security and other staff costs.<br>(2) Reflects distributions to shareholders through dividend<br>payments during the financial year. The Board has<br>confirmed its intention to pay a dividend of 23.0 pence per<br>ordinary share in respect of financial year 2025, which will<br>be paid in 2026 subject to approval by shareholders at the<br>forthcoming NatWest Group plc AGM.<br>(3) Reflects the purchase of ordinary shares under the<br>share buyback programme. In 2025, 104 million ordinary<br>shares purchased for a total consideration of £574 million<br>(2024 – 175 million for a consideration of £454 million).<br>Shareholder dilution and share sourcing<br>NatWest Group can use new issue, market-purchase or treasury shares to deliver shares that are required for employee share plans. Best practice<br>dilution limits are monitored and govern the number of shares that may be issued to satisfy share plan awards.<br>Total Shareholder Return (TSR) performance<br>The graph compares the TSR performance of NatWest Group with companies comprising the FTSE 100 Index over the last 10 years. We have selected<br>this index because NatWest Group is a member of the FTSE 100 and it represents a cross-section of leading UK companies.<br>CEO pay over the same period<br>2016 2017 2018 2019 2020 2021 2022 2023 2024 2025<br>Total remuneration<br>(£000s)(1)<br>PT 1,706 4,936 6,571<br>AR 1,401 2,615 3,588 5,249 1,452<br>RM 3,702 3,487 3,578 4,066<br>Annual bonus against maximum opportunity PT 54% 78% 85%<br>AR 68%<br>Long-term incentive vesting rates against<br>maximum opportunity<br>PT 45% 71% 100%<br>AR 60% 82% 83% 78%<br>RM 56% 89% 41% 78%<br>(1) CEOs are Paul Thwaite (PT), Alison Rose (AR) and Ross McEwan (RM) with figures based on the single figure of remuneration for the relevant year.<br>Statement of shareholder voting<br>The resolutions to approve the Policy and the Annual remuneration report at the 2025 NatWest Group plc AGM received strong levels of support, as<br>set out below. The resolution to authorise the NatWest Group plc 2024 employee share plan rules was approved at the 2024 NatWest Group plc AGM,<br>and also received strong support, as detailed below.<br>NatWest Group FTSE 100<br>0<br>50<br>100<br>150<br>200<br>250<br>300<br>350<br>2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025<br>Directors’ remuneration policy<br>Vote Number of shares Percentage<br>For 24,668,869,124 97.86%<br>Against 538,673,576 2.14%<br>Withheld 9,701,904 –<br>Annual remuneration report<br>Vote Number of shares Percentage<br>For 24,455,534,356 97.02%<br>Against 752,180,000 2.98%<br>Withheld 9,523,476 –<br>Employee share plan rules<br>Vote Number of shares Percentage<br>For 28,966,778,080 98.99%<br>Against 296,392,288 1.01%<br>Withheld 3,877,800 –<br>Annual remuneration report continued<br>Distributions to shareholders by<br>way of share buyback(3)<br>2025<br>Remuneration paid to all employees(1) 3,361<br>Distributions to holders of<br>ordinary shares(2)<br>1,505<br>Distributions to holders of paid-in equity<br>454<br>283<br>Distributions to shareholders<br>by way of share buyback(3)<br>Remuneration paid to<br>all employees(1)<br>3,435<br>(+2.20%)<br>Distributions to holders of<br>ordinary shares(2)<br>2,018<br>(+34.09%)<br>Distributions to holders of<br>paid-in equity<br>352<br>(+24.38%)<br>574<br>(+26.43%)<br>2024<br>Strategic report Strategic report Governance and remuneration Financial review Governance and remuneration Risk and capital management Financial statements Additional information NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 167 150
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Relative importance of spend<br>on pay £m (% change on 2024)<br>(1) Remuneration paid to all employees represents total<br>staff expenses as per Note 3 to the consolidated financial<br>statements, exclusive of social security and other staff costs.<br>(2) Reflects distributions to shareholders through dividend<br>payments during the financial year. The Board has<br>confirmed its intention to pay a dividend of 23.0 pence per<br>ordinary share in respect of financial year 2025, which will<br>be paid in 2026 subject to approval by shareholders at the<br>forthcoming NatWest Group plc AGM.<br>(3) Reflects the purchase of ordinary shares under the<br>share buyback programme. In 2025, 104 million ordinary<br>shares purchased for a total consideration of £574 million<br>(2024 – 175 million for a consideration of £454 million).<br>Shareholder dilution and share sourcing<br>NatWest Group can use new issue, market-purchase or treasury shares to deliver shares that are required for employee share plans. Best practice<br>dilution limits are monitored and govern the number of shares that may be issued to satisfy share plan awards.<br>Total Shareholder Return (TSR) performance<br>The graph compares the TSR performance of NatWest Group with companies comprising the FTSE 100 Index over the last 10 years. We have selected<br>this index because NatWest Group is a member of the FTSE 100 and it represents a cross-section of leading UK companies.<br>CEO pay over the same period<br>2016 2017 2018 2019 2020 2021 2022 2023 2024 2025<br>Total remuneration<br>(£000s)(1)<br>PT 1,706 4,936 6,571<br>AR 1,401 2,615 3,588 5,249 1,452<br>RM 3,702 3,487 3,578 4,066<br>Annual bonus against maximum opportunity PT 54% 78% 85%<br>AR 68%<br>Long-term incentive vesting rates against<br>maximum opportunity<br>PT 45% 71% 100%<br>AR 60% 82% 83% 78%<br>RM 56% 89% 41% 78%<br>(1) CEOs are Paul Thwaite (PT), Alison Rose (AR) and Ross McEwan (RM) with figures based on the single figure of remuneration for the relevant year.<br>Statement of shareholder voting<br>The resolutions to approve the Policy and the Annual remuneration report at the 2025 NatWest Group plc AGM received strong levels of support, as<br>set out below. The resolution to authorise the NatWest Group plc 2024 employee share plan rules was approved at the 2024 NatWest Group plc AGM,<br>and also received strong support, as detailed below.<br>NatWest Group FTSE 100<br>0<br>50<br>100<br>150<br>200<br>250<br>300<br>350<br>20252024202320222021202020192018201720162015<br>Directors’ remuneration policy<br>Vote Number of shares Percentage<br>For 24,668,869,124 97.86%<br>Against 538,673,576 2.14%<br>Withheld 9,701,904 –<br>Annual remuneration report<br>Vote Number of shares Percentage<br>For 24,455,534,356 97.02%<br>Against 752,180,000 2.98%<br>Withheld 9,523,476 –<br>Employee share plan rules<br>Vote Number of shares Percentage<br>For 28,966,778,080 98.99%<br>Against 296,392,288 1.01%<br>Withheld 3,877,800 –<br>Annual remuneration report continued<br>Distributions to shareholders by<br>way of share buyback(3)<br>2025<br>Remuneration paid to all employees(1) 3,361<br>Distributions to holders of<br>ordinary shares(2)<br>1,505<br>Distributions to holders of paid-in equity<br>454<br>283<br>Distributions to shareholders<br>by way of share buyback(3)<br>Remuneration paid to<br>all employees(1)<br>3,435<br>(+2.20%)<br>Distributions to holders of<br>ordinary shares(2)<br>2,018<br>(+34.09%)<br>Distributions to holders of<br>paid-in equity<br>352<br>(+24.38%)<br>574<br>(+26.43%)<br>2024<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 167<br>The Group Performance and Remuneration Committee overview<br>Principal areas of focus of 2025<br>Jan Feb April Sept Dec<br>Wider workforce<br>Approving and overseeing the NatWest Group-wide remuneration policy.<br>Considering how pay has been allocated across the workforce, including analysis by colleague level, geography and diversity.<br>Reviewing fixed pay proposals.<br>Approving Sharesave offers to colleagues.<br>Reviewing Group-wide bonus pool methodology and assessments.<br>Reviewing gender and ethnicity pay gap reporting.<br>Approving the Sharing in Success outcome and measures and targets.<br>Reviewing of the planned implementation of the regulatory remuneration reforms for PY 2025 and historical awards.<br>Executive remuneration<br>Reviewing performance assessments and remuneration arrangements for the committee’s ‘in-scope’ population.<br>Setting performance objectives for senior executives.<br>Approving remuneration for senior hires and arrangements for any leavers.(1)<br>Reviewing stakeholder engagement approach, outreach and considerations.<br>Reviewing and approving the Directors’ remuneration report.<br>Reviewing benchmarking data on executive pay and peer practice.<br>Reviewing and approving the directors’ remuneration policy.<br>Governance and regulatory<br>Approving the annual agenda planner and updates to the terms of reference.<br>Considering matters escalated by other Board committees and subsidiary Performance and Remuneration Committees.<br>Overseeing the MRT identification process.<br>Receiving accountability review updates and approving accountability decisions for the population within its governance.<br>The committee Chair also approves submissions made throughout the year to the UK regulators outside the formal meetings, as required.<br>(1) Additional proposals related to the remuneration and exit arrangements of senior hires and leavers are reviewed by the committee throughout the year outside of the main meeting cycle.<br>Annual remuneration report continued<br>Conflicts of interest<br>To mitigate potential conflicts of interest, no individuals are involved in decisions regarding their<br>own remuneration. The Group Chief People Officer, who is responsible for the People function<br>and executive compensation, may be present to support the committee when discussions take<br>place on senior executive pay, but she is never present for discussions on her own remuneration.<br>It is the committee, rather than management, that appoints the remuneration advisers.<br>Committee advisers<br>Korn Ferry (KF) were appointed by the committee as its remuneration adviser in March 2024<br>following a period of transition from our previous adviser. KF are signatories to the voluntary<br>code of conduct in relation to remuneration consulting in the UK. KF provide executive/<br>professional search services alongside HR advisory services including assessment and<br>organisational strategy services to NatWest Group subsidiaries. The committee is satisfied<br>the advice received is independent and objective. There are no connections between KF<br>and individual directors to be disclosed. Fees paid to KF for advising the committee are based<br>primarily on a fixed fee structure with any additional items charged on a time/cost basis. Fees for<br>2025 in relation to directors’ remuneration amounted to £192,000 (2024 – £290,000) excluding<br>VAT. Over the course of 2025, the committee also took account of the views of the Group Chair,<br>Group CEO, Group CFO, Group Chief People Officer, Group Chief Operating Officer, Director of<br>Reward & Employment, Group Chief Risk Officer, Group Chief Audit Executive and other support<br>and control functions where appropriate and relevant. The committee also received input from<br>the BRC, the GAC and the Performance and Remuneration Committees for the principal<br>subsidiary legal entities across NatWest Group.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 151 168<br>Membership<br>Details of members and attendance is on page 123.<br>Effectiveness review<br>In accordance with the Code, an evaluation of the performance of the Board and its committees,<br>including the Group Performance and Remuneration Committee, was conducted internally in<br>2025. Further information on the review can be found on pages 102 to 104.
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Compliance report<br>Statement of compliance<br>NatWest Group plc is committed to high<br>standards of corporate governance, business<br>integrity and professionalism in all its activities.<br>The Group Audit Committee complied with the<br>requirements of the FRC’s Audit Committees<br>and the External Audit: Minimum Standard<br>and the Statutory Audit Services for Large<br>Companies Market Investigation (Mandatory<br>Use of Competitive Tender Processes and<br>Audit Committee Responsibilities) Order 2014<br>for the year ended 31 December 2025.<br>Under the US Sarbanes-Oxley Act of 2002,<br>specific standards of corporate governance<br>and business and financial disclosures and<br>controls apply to companies with securities<br>registered in the US. NatWest Group plc<br>complies with all applicable sections of the<br>US Sarbanes-Oxley Act of 2002, subject to<br>a number of exceptions available to foreign<br>private issuers.<br>Internal control<br>The Board of directors is accountable for the<br>system of internal controls that is designed<br>to maintain effective and efficient operations,<br>compliant with applicable laws and regulations.<br> • The strength of the control environment<br>to manage risk exposure within appetite.<br> • Adequacy and effectiveness of the day-to-day management of risks and controls.<br> • Adherence with applicable components<br>of the Enterprise-Wide Risk Management<br>Framework (EWRMF).<br> • A culture of Intelligent Risk Taking.<br>The RCPA enables the Group to meet its legal<br>and regulatory obligations with regards to the<br>monitoring, assessment and reporting of its<br>internal risk and control environment<br>NatWest Group operates a three lines of<br>defence model for the ownership, oversight<br>and assurance of its risks and internal<br>control environment. Management across<br>the organisation are the first line of defence<br>and, therefore, are the primary owners of<br>the risk and are responsible for the design,<br>implementation and maintenance of effective<br>processes, procedures, and controls to<br>manage the risks within risk appetite. The Risk<br>function is the second line of defence which<br>exercises oversight and challenge of the risk<br>management activities undertaken by the first<br>line of defence. The Internal Audit function,<br>which is the third line of defence, undertakes<br>independent and objective assurance activities<br>on the governance, risk management and<br>internal controls to manage risks to enable<br>achievement of NatWest Group’s objectives<br>and reports on the adequacy and effectiveness<br>thereof to the Board and executive management.<br>The effectiveness of NatWest Group’s risk<br>management and internal control framework<br>is reviewed regularly throughout the year by<br>the Board, the Group Audit Committee, and<br>the Group Board Risk Committee. The Group<br>Board Risk Committee receives regular<br>risk management reports ensuring ongoing<br>oversight with the Chair of the Board Risk<br>Committee providing a summary after every<br>meeting to the Group Board of Directors of<br>any matters requiring escalation. Internal and<br>External Audit present reports to the Group<br>Audit Committee that include details of any<br>significant internal control deficiencies they<br>may have identified as part of their audits.<br>Progress in 2025<br>NatWest Group’s control environment remains<br>robust, with notable enhancements delivered<br>across financial crime, conduct, payments,<br>technology, conduct, risk management<br>framework and processes and remediation<br>of known control issues. These enhancements<br>have resulted in an improved control<br>environment and enhanced operational<br>resilience in 2025.<br>In addition, NatWest Group has maintained<br>its focus on cyber risk, data management,<br>third-party risk management, operational<br>resilience and technology (incl end-of-life<br>systems) given increasing inherent risk impact<br>of these themes on the overall operational<br>risk profile.<br>NatWest Group continuously seeks to enhance<br>its controls through prioritised mitigating<br>actions in response to the rapidly evolving<br>risk landscape to sustain an effective<br>control environment.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 169 152<br>Executive management committees at<br>NatWest Group level and each of its businesses<br>also receive regular reports on risks facing their<br>business and the effectiveness of internal controls<br>in managing these risks. Details of NatWest<br>Group’s approach to risk management are<br>provided in the Risk and capital management<br>section of the Annual Report on Form 20-F.<br>The system of internal controls is designed to<br>manage risk to an acceptable residual level<br>rather than to eliminate it entirely. Systems<br>of internal control provide reasonable and<br>not absolute assurance against material<br>misstatement, fraud, or any other loss<br>arising from unforeseen events, human error,<br>or deliberate misconduct. Ongoing robust<br>processes are in place for the identification,<br>evaluation and management of the principal<br>risks faced by NatWest Group that operated<br>throughout the period from 1 January 2025<br>to 12 February 2026, the date the directors<br>approved the Annual Report on Form 20-F,<br>These included the Risk and Control<br>Performance Assessment (RCPA) through<br>which the effectiveness of the risk and control<br>environment is evaluated. This assessment is<br>conducted annually by each business area<br>within NatWest Group using a standardised set<br>of indicators and providing qualitative context<br>to determine an RCPA outcome of “met,”<br>“partially met,” or “not met.” The indicators<br>are used to inform an understanding of:<br>Detailed information on how NatWest Group plc<br>applied the Principles, and complied with the<br>Provisions of the UK Corporate Governance<br>Code (‘the Code’) can be found in the Corporate<br>governance section of this report, including on<br>page 87, which includes cross-references to<br>relevant sections of the Strategic report and<br>other related disclosures. A copy of the 2024<br>and 2018 versions of the Code can be found<br>at frc.org.uk.
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Compliance report<br>Statement of compliance<br>NatWest Group plc is committed to high<br>standards of corporate governance, business<br>integrity and professionalism in all its activities.<br>Detailed information on how NatWest Group plc<br>applied the Principles, and complied with the<br>Provisions of the UK Corporate Governance<br>Code (‘the Code’) can be found in the Corporate<br>governance section of this report, including on<br>page 104, which includes cross-references to<br>relevant sections of the Strategic report and<br>other related disclosures. A copy of the 2024<br>and 2018 versions of the Code can be found<br>at frc.org.uk.<br>The Group Audit Committee complied with the<br>requirements of the FRC’s Audit Committees<br>and the External Audit: Minimum Standard<br>and the Statutory Audit Services for Large<br>Companies Market Investigation (Mandatory<br>Use of Competitive Tender Processes and<br>Audit Committee Responsibilities) Order 2014<br>for the year ended 31 December 2025.<br>Under the US Sarbanes-Oxley Act of 2002,<br>specific standards of corporate governance<br>and business and financial disclosures and<br>controls apply to companies with securities<br>registered in the US. NatWest Group plc<br>complies with all applicable sections of the<br>US Sarbanes-Oxley Act of 2002, subject to<br>a number of exceptions available to foreign<br>private issuers.<br>Internal control<br>The Board of directors is accountable for the<br>system of internal controls that is designed<br>to maintain effective and efficient operations,<br>compliant with applicable laws and regulations.<br>The system of internal controls is designed to<br>manage risk to an acceptable residual level<br>rather than to eliminate it entirely. Systems<br>of internal control provide reasonable and<br>not absolute assurance against material<br>misstatement, fraud, or any other loss<br>arising from unforeseen events, human error,<br>or deliberate misconduct. Ongoing robust<br>processes are in place for the identification,<br>evaluation and management of the principal<br>risks faced by NatWest Group that operated<br>throughout the period from 1 January 2025<br>to 12 February 2026, the date the directors<br>approved the Annual Report and Accounts.<br>These included the Risk and Control<br>Performance Assessment (RCPA) through<br>which the effectiveness of the risk and control<br>environment is evaluated. This assessment is<br>conducted annually by each business area<br>within NatWest Group using a standardised set<br>of indicators and providing qualitative context<br>to determine an RCPA outcome of “met,”<br>“partially met,” or “not met.” The indicators<br>are used to inform an understanding of:<br> • The strength of the control environment<br>to manage risk exposure within appetite.<br> • Adequacy and effectiveness of the day-to-day management of risks and controls.<br> • Adherence with applicable components<br>of the Enterprise-Wide Risk Management<br>Framework (EWRMF).<br> • A culture of Intelligent Risk Taking.<br>The RCPA enables the Group to meet its legal<br>and regulatory obligations with regards to the<br>monitoring, assessment and reporting of its<br>internal risk and control environment<br>NatWest Group operates a three lines of<br>defence model for the ownership, oversight<br>and assurance of its risks and internal<br>control environment. Management across<br>the organisation are the first line of defence<br>and, therefore, are the primary owners of<br>the risk and are responsible for the design,<br>implementation and maintenance of effective<br>processes, procedures, and controls to<br>manage the risks within risk appetite. The Risk<br>function is the second line of defence which<br>exercises oversight and challenge of the risk<br>management activities undertaken by the first<br>line of defence. The Internal Audit function,<br>which is the third line of defence, undertakes<br>independent and objective assurance activities<br>on the governance, risk management and<br>internal controls to manage risks to enable<br>achievement of NatWest Group’s objectives<br>and reports on the adequacy and effectiveness<br>thereof to the Board and executive management.<br>The effectiveness of NatWest Group’s risk<br>management and internal control framework<br>is reviewed regularly throughout the year by<br>the Board, the Group Audit Committee, and<br>the Group Board Risk Committee. The Group<br>Board Risk Committee receives regular<br>risk management reports ensuring ongoing<br>oversight with the Chair of the Board Risk<br>Committee providing a summary after every<br>meeting to the Group Board of Directors of<br>any matters requiring escalation. Internal and<br>External Audit present reports to the Group<br>Audit Committee that include details of any<br>significant internal control deficiencies they<br>may have identified as part of their audits.<br>Executive management committees at<br>NatWest Group level and each of its businesses<br>also receive regular reports on risks facing their<br>business and the effectiveness of internal controls<br>in managing these risks. Details of NatWest<br>Group’s approach to risk management are<br>provided in the Risk and capital management<br>section of the Annual Report and Accounts.<br>Progress in 2025<br>NatWest Group’s control environment remains<br>robust, with notable enhancements delivered<br>across financial crime, conduct, payments,<br>technology, conduct, risk management<br>framework and processes and remediation<br>of known control issues. These enhancements<br>have resulted in an improved control<br>environment and enhanced operational<br>resilience in 2025.<br>In addition, NatWest Group has maintained<br>its focus on cyber risk, data management,<br>third-party risk management, operational<br>resilience and technology (incl end-of-life<br>systems) given increasing inherent risk impact<br>of these themes on the overall operational<br>risk profile.<br>NatWest Group continuously seeks to enhance<br>its controls through prioritised mitigating<br>actions in response to the rapidly evolving<br>risk landscape to sustain an effective<br>control environment.<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 169<br>NatWest Group, as part of its robust risk<br>culture, continued to make enhancements to<br>its risk management processes to maintain<br>an effective control environment. This has<br>included refinements to the enhanced risk<br>and control self assessments supported<br>by an industry aligned risk directory, greater<br>automation of risk processes, a focused suite<br>of risk standards, operational guidance and risk<br>toolkits, which provide a consistent approach<br>to risk management and control requirements<br>for each non- financial risk. The outcomes of<br>the risk and control self- assessments provide<br>insight into the adequacy and effectiveness<br>of the control environment and the impact<br>thereof on the residual risk exposures. They<br>further support the initiation of actions to<br>address control gaps and weaknesses and<br>identify control rationalisation and automation<br>opportunities. The outcomes of the risk and<br>control self-assessments are used as input into<br>risk profile reporting to the Board and senior<br>management and assists in prioritisation of risk<br>mitigation activities considering risk appetite.<br>Key controls are regularly assessed for<br>adequacy and tested for effectiveness.<br>The results are monitored and, where<br>a material change is identified, the<br>associated risk is reassessed.<br>To support management of the operational risk<br>profile, the Operational Risk Executive Steering<br>Group meets quarterly and this forum ensures<br>all material operational risks are monitored and<br>actions are in place to manage the risks within<br>risk appetite.<br>The remediation of known control issues<br>through defined action plans continued to be<br>an important focus for both the Group Audit<br>Committee and the Board Risk Committee<br>during 2025. For further information on their<br>oversight of remediation of the most material<br>issues, refer to the Report of the Group Audit<br>Committee and the Report of the Group Board<br>Risk Committee. The Group Audit Committee<br>and the Group Board Risk Committee will<br>continue to focus on such remediation activity,<br>particularly in view of the business strategy<br>and risk appetite.<br>The independent auditors present reports to<br>the Group Audit Committee that include details<br>of any significant internal control deficiencies<br>they have identified as part of their review of<br>the financial reporting. In addition, quarterly<br>review meetings are held between the senior<br>executive and the independent auditors to<br>help support oversight. Further, the system of<br>internal controls is also subject to regulatory<br>oversight in the UK and overseas. Additional<br>details of regulatory oversight are given in<br>the Risk and capital management section.<br>Disclosure controls and procedures<br>Changes in internal control<br>There was no change in NatWest Group’s<br>internal control over financial reporting that<br>occurred during the period covered by this<br>report that has materially affected, or<br>is reasonably likely to materially affect,<br>NatWest Group’s internal control over<br>financial reporting.<br>The New York Stock Exchange<br>As a foreign private issuer with American<br>Depositary Shares representing ordinary<br>shares, preference shares and debt securities<br>listed on the New York Stock Exchange<br>(the NYSE), NatWest Group plc is not required<br>to comply with all of the NYSE corporate<br>governance standards applicable to US<br>domestic companies (the NYSE Standards)<br>provided that it follows home country practice<br>in lieu of the NYSE Standards and discloses<br>any significant ways in which its corporate<br>governance practices differ from the<br>NYSE Standards.<br>NatWest Group plc is also required to provide<br>an Annual Written Affirmation to the NYSE of<br>its compliance with the mandatory applicable<br>NYSE Standards. In February 2025 NatWest<br>Group plc submitted its most recent Annual<br>Written Affirmation to the NYSE which<br>confirmed NatWest Group plc’s full<br>compliance with the applicable provisions.<br>Compliance report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 170 153<br>Management's report on internal<br>control over financial reporting<br>Management is responsible for establishing<br>and maintaining adequate internal control<br>over financial reporting for NatWest Group.<br>NatWest Group’s internal control over<br>financial reporting is a component of an<br>overall system of internal control and is<br>designed to provide reasonable assurance<br>regarding the preparation, reliability and fair<br>presentation of financial statements in<br>accordance with International Financial<br>Reporting Standards (IFRS) and includes:<br>a) Policies and procedures that relate to the<br>maintenance of records that, in reasonable<br>detail, fairly and accurately reflect the<br>transactions and disposition of assets;<br>b) Controls providing reasonable assurance<br>that transactions are recorded as necessary<br>to permit the preparation of financial<br>statements in accordance with IFRS, and<br>that receipts and expenditures are being<br>made only as authorised by Management;<br>and<br>c) Controls providing reasonable assurance<br>regarding the prevention or timely detection<br>of unauthorised acquisition, use or<br>disposition of assets that could have a<br>material effect on the financial statements.<br>Internal control over financial reporting may<br>not prevent or detect misstatements due to<br>it inherent limitations.<br>In addition, projections of any evaluation of<br>effectiveness to future periods are subject to<br>the risk that controls may become<br>inadequate because of changes in conditions<br> or because the degree of compliance with<br>policies or procedures may deteriorate.<br>Management has assessed the effectiveness<br>of its internal control over financial reporting<br>as at 31 December 2025 based on the<br>criteria set forth by the Committee of<br>Sponsoring Organizations of the Treadway<br>Commission in the 2013 publication of<br>“Internal Control – Integrated Framework”.<br>Based on its assessment, Management has<br>concluded that, as at 31 December 2025,<br>NatWest Group’s internal control over<br>financial reporting is effective.<br>The effectiveness of NatWest Group’s<br>internal control over financial reporting as at<br>31 December 2025 has been audited by EY,<br>NatWest Group’s independent registered<br>public accounting firm. The report of the<br>independent registered public accounting<br>firm to the directors of NatWest Group<br>expresses an unqualified opinion on NatWest<br>Group’s internal control over financial<br>reporting as at 31 December 2025.<br>As required by Exchange Act rules,<br>management (including the Group CEO and<br>Group CFO) have conducted an evaluation<br>of the effectiveness and design of NatWest<br>Group’s disclosure controls and procedures<br>(as defined in the Exchange Act rules) as of<br>31 December 2025. Based on this evaluation,<br>management (including the Group CEO and<br>Group CFO) concluded that NatWest Group<br>plc’s disclosure controls and procedures were<br>effective as of the end of the period covered<br>by this Annual Report on Form 20-F<br>The Group Audit Committee fully complies<br>with the mandatory provisions of the NYSE<br>Standards (including by reference to the<br>rules of the Exchange Act) that relate to the<br>composition, responsibilities and operation of<br>audit committees. More detailed information<br>about the Group Audit Committee and its<br>work during 2025 is set out in the Group<br>Audit Committee report on pages 107 to<br>112.
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iii. The NYSE Standards require that the<br>nominating/corporate governance<br>committee of a listed company be<br>composed entirely of independent directors.<br>The Chair of the Board is also the Chair of<br>the Group Nominations and Governance<br>Committee, which is permitted under the<br>Code (which requires that a majority of<br>members of the committee should be<br>independent non-executive directors and<br>that the chair of the board should not chair<br>the committee when it is dealing with the<br>appointment of their successor). The terms<br>of reference of the Group Nominations and<br>Governance Committee differ in certain<br>limited respects from the requirements<br>set out in the NYSE Standards, including<br>because the Group Nominations and<br>Governance Committee does not<br>have responsibility for overseeing<br>the evaluation of management.<br>iv. The NYSE standards require that the<br>compensation committee of a listed<br>company be composed entirely of<br>independent directors. Although the<br>members of the Group Performance and<br>Remuneration Committee (Group RemCo)<br>are deemed independent in compliance with<br>the provisions of the Code, the Board has<br>not assessed the independence of the<br>members of the Group RemCo and Group<br>RemCo has not assessed the independence<br>of any compensation consultant, legal<br>counsel or other adviser, in each case,<br>in accordance with the independence<br>tests prescribed by the NYSE Standards.<br>The NYSE Standards require that the<br>compensation committee must have direct<br>responsibility to review and approve the<br>CEO’s remuneration. As stated at the start<br>of this Compliance report, in the case of<br>NatWest Group plc, the Board rather than<br>the Group RemCo reserves the authority<br>to make the final determination of<br>the remuneration of the CEO.<br>v. The NYSE Standards require listed<br>companies to adopt and disclose corporate<br>governance guidelines. Throughout the year<br>ended 31 December 2025, NatWest Group<br>plc has complied with all of the provisions<br>of the Code (subject to the exceptions<br>described above) and the Code does not<br>require NatWest Group plc to disclose<br>the full range of corporate governance<br>guidelines with which it complies.<br>This Compliance report forms part of the<br>Corporate governance report and the Report<br>of the directors.<br>Compliance report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Strategic report Governance and remuneration Governance and remuneration NatWest Group plc NatWest Group plc 2025 Annual Report and Accounts 2025 Annual Report on Form 20-F 171 154<br>The Board has reviewed its corporate<br>governance arrangements and is satisfied that<br>these are consistent with the NYSE Standards,<br>subject to the following departures:<br>i. NYSE Standards require the majority of<br>the Board to be independent. The NYSE<br>Standards contain different tests from the<br>Code for determining whether a director is<br>independent. NatWest Group plc follows the<br>Code’s requirements in determining the<br>independence of its directors and currently<br>has eight independent non-executive<br>directors, one of whom is the Senior<br>Independent Director.<br>ii. The NYSE Standards require non<br>management directors to hold regular<br>sessions without management present,<br>and that independent directors meet at<br>least once a year. The Code requires the<br>Chair to hold meetings with non- executive<br>directors without the executives present<br>and non-executive directors are to meet<br>without the Chair present at least once a<br>year to appraise the Chair’s performance<br>and NatWest Group plc complies with the<br>requirements of the Code.<br>vi. The NYSE Standards require listed<br>companies to adopt and disclose a code of<br>business conduct and ethics for directors,<br>officers and employees, and promptly<br>disclose any waivers of the code for<br>directors or executive officers. NatWest<br>Group has adopted a code of conduct<br>which is supplemented by a number of key<br>policies and guidance dealing with matters<br>including, among others, anti-bribery<br>and corruption, anti-money laundering,<br>sanctions, confidentiality, inside information,<br>health, safety and environment, conflicts of<br>interest, market conduct and management<br>records. This code of conduct applies to all<br>officers and employees and is fully aligned<br>to the PRA and FCA Conduct Rules which<br>apply to all directors. The Code of Conduct<br>is available to view on NatWest Group’s<br>website.
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iii. The NYSE Standards require that the<br>nominating/corporate governance<br>committee of a listed company be<br>composed entirely of independent directors.<br>The Chair of the Board is also the Chair of<br>the Group Nominations and Governance<br>Committee, which is permitted under the<br>Code (which requires that a majority of<br>members of the committee should be<br>independent non-executive directors and<br>that the chair of the board should not chair<br>the committee when it is dealing with the<br>appointment of their successor). The terms<br>of reference of the Group Nominations and<br>Governance Committee differ in certain<br>limited respects from the requirements<br>set out in the NYSE Standards, including<br>because the Group Nominations and<br>Governance Committee does not<br>have responsibility for overseeing<br>the evaluation of management.<br>iv. The NYSE standards require that the<br>compensation committee of a listed<br>company be composed entirely of<br>independent directors. Although the<br>members of the Group Performance and<br>Remuneration Committee (Group RemCo)<br>are deemed independent in compliance with<br>the provisions of the Code, the Board has<br>not assessed the independence of the<br>members of the Group RemCo and Group<br>RemCo has not assessed the independence<br>of any compensation consultant, legal<br>counsel or other adviser, in each case,<br>in accordance with the independence<br>tests prescribed by the NYSE Standards.<br>The NYSE Standards require that the<br>compensation committee must have direct<br>responsibility to review and approve the<br>CEO’s remuneration. As stated at the start<br>of this Compliance report, in the case of<br>NatWest Group plc, the Board rather than<br>the Group RemCo reserves the authority<br>to make the final determination of<br>the remuneration of the CEO.<br>v. The NYSE Standards require listed<br>companies to adopt and disclose corporate<br>governance guidelines. Throughout the year<br>ended 31 December 2025, NatWest Group<br>plc has complied with all of the provisions<br>of the Code (subject to the exceptions<br>described above) and the Code does not<br>require NatWest Group plc to disclose<br>the full range of corporate governance<br>guidelines with which it complies.<br>vi. The NYSE Standards require listed<br>companies to adopt and disclose a code of<br>business conduct and ethics for directors,<br>officers and employees, and promptly<br>disclose any waivers of the code for<br>directors or executive officers. NatWest<br>Group has adopted a code of conduct<br>which is supplemented by a number of key<br>policies and guidance dealing with matters<br>including, among others, anti-bribery<br>and corruption, anti-money laundering,<br>sanctions, confidentiality, inside information,<br>health, safety and environment, conflicts of<br>interest, market conduct and management<br>records. This code of conduct applies to all<br>officers and employees and is fully aligned<br>to the PRA and FCA Conduct Rules which<br>apply to all directors. The Code of Conduct<br>is available to view on NatWest Group’s<br>website at natwestgroup.com.<br>This Compliance report forms part of the<br>Corporate governance report and the Report<br>of the directors.<br>Compliance report continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 171<br>Report of the directors<br>The directors present their report together<br>with the audited accounts for the year ended<br>31 December 2025. For the purposes of DTR<br>4.1.5 R, the Strategic report and the Report of<br>the directors comprise the management report.<br>Other information incorporated into this report<br>by reference can be found at:<br>Note/page<br>Disclosures required pursuant to Large<br>and Medium-sized Companies and Groups<br>(Accounts and Reports) Regulations 2008<br>(as amended) (‘2008 Regs’) (Sch 7) and DTR<br>4.1.11 R can be found at:<br>Note/page<br>Likely future developments<br>(2008 Regs, Sch 7 para 7 (1)(b)<br>and DTR 4.1.11 R(2))<br>15<br>Climate-related financial disclosures<br>(2008 Regs, Sch 7 para 15-19)<br>69<br>Financial instruments<br>(2008 Regs, Sch 7 para 6 and<br>DTR 4.1.11 R(6)(a) and (b)<br>Hedge accounting policy<br>(2008 Regs, Sch 7 para 6 and<br>DTR 4.1.11 R (6)(a) and (b)<br>Post balance sheet events<br>(2008 Regs, Sch 7 para 7 (1)(a)<br>and DTR 4.1.11 R(1)<br>Employee engagement<br>(2008 Regs, Sch 7 para 11 and 11A):<br>Section 172(1) statement and<br>stakeholder engagement<br>36<br>Corporate governance report and<br>workforce engagement<br>Engagement with suppliers,<br>customers and others<br>(2008 Regs, Sch 7, para 11B):<br>Section 172(1) statement and<br>stakeholder engagement<br>37<br>Corporate governance report and<br>stakeholder engagement<br>Pursuant to paragraph 13(2)(k) of Schedule 7<br>to the 2008 Regs, there are no agreements<br>between NatWest Group’s directors or<br>employees providing compensation for loss of<br>office or employment that occur because of a<br>takeover bid.<br>Activities<br>Group structure<br>NatWest Group plc is the parent of NatWest<br>Group and its subsidiary undertakings are<br>structured in compliance with ring-fencing<br>requirements. There are three main subsidiaries:<br> • NatWest Holdings Limited (the parent of the<br>ring-fenced bank which includes National<br>Westminster Bank Plc, The Royal Bank of<br>Scotland plc and Ulydien Designated<br>Activity Company).<br> • NatWest Markets Plc (the non-ring-fenced<br>Bank and the parent of NatWest<br>Markets N.V.).<br> • The Royal Bank of Scotland International<br>(Holdings) Limited (the parent of The Royal<br>Bank of Scotland International Limited).<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 172<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F 155<br>Section 172(1) statement 36<br>Corporate governance report 78<br>Board of directors and secretary 79<br>Remuneration policy, including 129<br>directors’ remuneration policy<br>Our colleagues 130<br>Consolidated financial statements<br>Capital, liquidity and funding<br>and notes<br>Risk factors<br>Material contracts<br>Indication of branches (2008 Regs,<br>Sch 7 para 7(1)(d) and<br>DTR 4.1.11 R(5))<br>101<br>Colleagues 130<br>100<br>95 of the<br>Annual<br>Report on<br>Form 20-F<br>150 of the<br>Annual<br>Report on<br>Form 20-F<br>298 of the<br>Annual<br>Report on<br>Form 20-F<br>NatWest Group is a UK-focused banking<br>organisation, serving over 20 million customers,<br>with business operations reaching across retail,<br>commercial and private banking markets.<br>Details of the organisational structure and<br>a business overview of NatWest Group are<br>contained in the Business review. This includes<br>details of the products and services provided<br>by each of our operating areas and the<br>markets where they operate. Details of<br>the strategy for delivering the company’s<br>objectives can be found in the Strategic report.<br>272 of the<br>Annual<br>Report on<br>Form 20-F<br>198 of the<br>Annual<br>Report on<br>Form 20-F<br>252 of the<br>Annual<br>Report on<br>Form 20-F<br>300 of the<br>Annual<br>Report on<br>Form 20-F<br>171 of the<br>Annual<br>Report on<br>Form 20-F
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Results and dividends<br>UK company law states that dividends can only be paid if a company has sufficient distributable<br>profits available to cover the dividend. A company’s distributable profits are classed as its<br>accumulated, realised profits (not previously distributed or capitalised), less its accumulated,<br>realised losses (not previously written off in a reduction or re-organisation of capital).<br>In 2025 NatWest Group paid an interim<br>dividend of £768 million, or 9.5 pence per<br>ordinary share (2024 – £498 million, or<br>6 pence per ordinary share).<br>The company has announced that the<br>directors have recommended a final dividend<br>of £1.8 billion, or 23.0 pence per ordinary share<br>(2024 – £1.2 billion, or 15.5 pence per ordinary<br>share). The final dividend recommended by<br>directors is subject to shareholders’ approval<br>at the Annual General Meeting (AGM) on<br>28 April 2026.<br>If approved, payment will be made on 5 May<br>2026 to shareholders on the register at the<br>close of business on 20 March 2026. The<br>ex-dividend date will be 19 March 2026.<br>Subject to the condition mentioned above,<br>the payment of interim dividends on ordinary<br>shares is at the discretion of the Board.<br>Dividend waivers<br>The employee share trusts, which hold shares<br>NatWest Group in respect of the awards and<br>options granted to colleagues, have lodged<br>standing instructions to waive dividends on<br>shares held by them. A waiver instruction is<br>also in place in respect of dividends on own<br>shares held in treasury. The total amount of<br>dividends waived during 2025 was £64 million.<br>Colleagues<br>As at 31 December 2025, NatWest Group<br>employed 59,000 people (excluding temporary<br>staff). Details of all related costs are included in<br>Note 3 to the consolidated accounts.<br>Employment of disabled<br>colleagues and colleagues<br>with long-term conditions<br>NatWest Group makes workplace adjustments<br>to support colleagues with disabilities and<br>long-term conditions to succeed. If a colleague<br>develops a disability or long-term condition,<br>NatWest Group will, wherever possible, make<br>adjustments to support them in their existing<br>job or re-deploy them to a more suitable<br>alternative job.<br>The NatWest Group Careers site gives<br>comprehensive insights into NatWest Group<br>jobs, culture, locations and application<br>processes. It also hosts a variety of blog<br>content to portray stories of what it is like to<br>work at NatWest Group. The company also<br>makes sure that candidates can easily request<br>reasonable adjustments to support at any<br>stage of the recruitment process.<br>Going concern<br>The directors have prepared the financial<br>statements on a going concern basis after<br>assessing the principal risks, forecasts,<br>projections and other relevant evidence over<br>the twelve months from the date the financial<br>statements are approved.<br>Report of the directors continued<br>HM Treasury (HMT) shareholding<br>Following placing and open offers in December 2008 and in April 2009, HMT owned approximately<br>70.3% of the enlarged ordinary share capital of the company. In December 2009, the company<br>issued a further £25.5 billion of new capital to HMT in the form of B shares. The table below<br>summarises the changes in HMT’s shareholding in the company from 2015 to 2025:<br>Date Transaction<br>August 2015 HMT sold 630 million ordinary shares in the company<br>October 2015 HMT converted its holding of 51 billion B shares into 5.1 billion new ordinary<br>shares in the company<br>June 2018 HMT sold 925 million ordinary shares in the company<br>March 2021 NatWest Group carried out an off-market purchase of 591 million of its ordinary<br>shares from HMT<br>May 2021 HMT sold 580 million ordinary shares in the company through an accelerated<br>book building process to institutional investors<br>July 2021 HMT announced its intention to sell part of its shareholding in NatWest Group<br>over a 12-month period via a trading plan<br>March 2022 NatWest Group carried out an off-market purchase of 550 million of its ordinary<br>shares from HMT<br>June 2022 HMT announced an extension to its trading plan for a further 12-month term to<br>August 2023<br>April 2023 HMT announced an extension to its trading plan to terminate no later than<br>11 August 2025<br>May 2023 NatWest Group carried out an off-market purchase of 469 million of its ordinary<br>shares from HMT<br>May 2024 NatWest Group carried out an off-market purchase of 392 million of its ordinary<br>shares from HMT<br>November 2024 NatWest Group carried out an off-market purchase of 263 million of its ordinary<br>shares from HMT<br>January – May<br>2025<br>HMT’s shareholding in the company reduced from 9.99% at 31 December 2024<br>to 0% at 30 May 2025 as a result of sales of ordinary shares in the company<br>under its trading plan<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 173<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F 156<br>This section also describes NatWest Group’s<br>funding and liquidity profile, including changes<br>in key metrics and the build up of liquidity<br>reserves.<br>NatWest Group’s business activities and<br>financial position, the factors likely to affect<br>its future development and performance and<br>its objectives and policies in managing the<br>financial risks to which it is exposed and its<br>capital are discussed in the Business review.<br>The risk factors which could materially affect<br>NatWest Group’s future results are set out on<br>Form 20-F.<br>NatWest Group’s regulatory capital resources<br>and significant developments in 2025 and<br>anticipated future developments are detailed in<br>The profit attributable to the ordinary shareholders of NatWest Group plc for the year ended<br>31 December 2025 was £5,479 million compared with a profit of £4,519 million for the year<br>the Annual Report on Form 20-F.<br>pages 269 to 289 of the Annual Report on<br>the Capital, liquidity and funding section on 92<br>to 116 of the Annual Report on Form 20-F.<br>ended 31 December 2024, as set out in the consolidated income statement on page 152 of
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Results and dividends<br>UK company law states that dividends can only be paid if a company has sufficient distributable<br>profits available to cover the dividend. A company’s distributable profits are classed as its<br>accumulated, realised profits (not previously distributed or capitalised), less its accumulated,<br>realised losses (not previously written off in a reduction or re-organisation of capital).<br>The profit attributable to the ordinary shareholders of NatWest Group plc for the year ended<br>31 December 2025 was £5,479 million compared with a profit of £4,519 million for the year<br>ended 31 December 2024, as set out in the consolidated income statement on page 289.<br>In 2025 NatWest Group paid an interim<br>dividend of £768 million, or 9.5 pence per<br>ordinary share (2024 – £498 million, or<br>6 pence per ordinary share).<br>The company has announced that the<br>directors have recommended a final dividend<br>of £1.8 billion, or 23.0 pence per ordinary share<br>(2024 – £1.2 billion, or 15.5 pence per ordinary<br>share). The final dividend recommended by<br>directors is subject to shareholders’ approval<br>at the Annual General Meeting (AGM) on<br>28 April 2026.<br>If approved, payment will be made on 5 May<br>2026 to shareholders on the register at the<br>close of business on 20 March 2026. The<br>ex-dividend date will be 19 March 2026.<br>Subject to the condition mentioned above,<br>the payment of interim dividends on ordinary<br>shares is at the discretion of the Board.<br>Dividend waivers<br>The employee share trusts, which hold shares<br>NatWest Group in respect of the awards and<br>options granted to colleagues, have lodged<br>standing instructions to waive dividends on<br>shares held by them. A waiver instruction is<br>also in place in respect of dividends on own<br>shares held in treasury. The total amount of<br>dividends waived during 2025 was £64 million.<br>Colleagues<br>As at 31 December 2025, NatWest Group<br>employed 59,000 people (excluding temporary<br>staff). Details of all related costs are included in<br>Note 3 to the consolidated accounts.<br>Employment of disabled<br>colleagues and colleagues<br>with long-term conditions<br>NatWest Group makes workplace adjustments<br>to support colleagues with disabilities and<br>long-term conditions to succeed. If a colleague<br>develops a disability or long-term condition,<br>NatWest Group will, wherever possible, make<br>adjustments to support them in their existing<br>job or re-deploy them to a more suitable<br>alternative job.<br>The NatWest Group Careers site gives<br>comprehensive insights into NatWest Group<br>jobs, culture, locations and application<br>processes. It also hosts a variety of blog<br>content to portray stories of what it is like to<br>work at NatWest Group. The company also<br>makes sure that candidates can easily request<br>reasonable adjustments to support at any<br>stage of the recruitment process.<br>Going concern<br>NatWest Group’s business activities and<br>financial position, the factors likely to affect<br>its future development and performance and<br>its objectives and policies in managing the<br>financial risks to which it is exposed and its<br>capital are discussed in the Business review.<br>The risk factors which could materially affect<br>NatWest Group’s future results are set out on<br>pages 402 to 421.<br>NatWest Group’s regulatory capital resources<br>and significant developments in 2025 and<br>anticipated future developments are detailed<br>in the Capital, liquidity and funding section on<br>pages 234 to 253. This section also describes<br>NatWest Group’s funding and liquidity profile,<br>including changes in key metrics and the build<br>up of liquidity reserves.<br>The directors have prepared the financial<br>statements on a going concern basis after<br>assessing the principal risks, forecasts,<br>projections and other relevant evidence over<br>the twelve months from the date the financial<br>statements are approved.<br>Report of the directors continued<br>HM Treasury (HMT) shareholding<br>Following placing and open offers in December 2008 and in April 2009, HMT owned approximately<br>70.3% of the enlarged ordinary share capital of the company. In December 2009, the company<br>issued a further £25.5 billion of new capital to HMT in the form of B shares. The table below<br>summarises the changes in HMT’s shareholding in the company from 2015 to 2025:<br>Date Transaction<br>August 2015 HMT sold 630 million ordinary shares in the company<br>October 2015 HMT converted its holding of 51 billion B shares into 5.1 billion new ordinary<br>shares in the company<br>June 2018 HMT sold 925 million ordinary shares in the company<br>March 2021 NatWest Group carried out an off-market purchase of 591 million of its ordinary<br>shares from HMT<br>May 2021 HMT sold 580 million ordinary shares in the company through an accelerated<br>book building process to institutional investors<br>July 2021 HMT announced its intention to sell part of its shareholding in NatWest Group<br>over a 12-month period via a trading plan<br>March 2022 NatWest Group carried out an off-market purchase of 550 million of its ordinary<br>shares from HMT<br>June 2022 HMT announced an extension to its trading plan for a further 12-month term to<br>August 2023<br>April 2023 HMT announced an extension to its trading plan to terminate no later than<br>11 August 2025<br>May 2023 NatWest Group carried out an off-market purchase of 469 million of its ordinary<br>shares from HMT<br>May 2024 NatWest Group carried out an off-market purchase of 392 million of its ordinary<br>shares from HMT<br>November 2024 NatWest Group carried out an off-market purchase of 263 million of its ordinary<br>shares from HMT<br>January – May<br>2025<br>HMT’s shareholding in the company reduced from 9.99% at 31 December 2024<br>to 0% at 30 May 2025 as a result of sales of ordinary shares in the company<br>under its trading plan<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 173<br>UK Code for Financial<br>Reporting Disclosure<br>NatWest Group plc’s 2025 financial statements<br>have been prepared in compliance with the<br>principles set out in the Code for Financial<br>Reporting Disclosure published by UK Finance.<br>The Code sets out five disclosure principles<br>together with supporting guidance. The<br>principles are that NatWest Group and other<br>major UK banks will provide high quality,<br>meaningful and decision-useful disclosures;<br>review and enhance their financial instrument<br>disclosures for key areas of interest to market<br>participants; assess the applicability and<br>relevance of good practice recommendations<br>to their disclosures, acknowledging the<br>importance of such guidance; seek to enhance<br>the comparability of financial statement<br>disclosures across the UK banking sector;<br>and clearly differentiate in their annual<br>reports between information that is<br>audited and information that is unaudited.<br>Enhanced Disclosure Task Force<br>(EDTF) and Disclosures on<br>Expected Credit Losses (DECL)<br>Taskforce recommendations<br>The EDTF, established by the Financial Stability<br>Board, published its report ‘Enhancing the Risk<br>Disclosures of Banks’ in October 2012, with an<br>update in November 2015 covering IFRS 9<br>expected credit losses (ECL). The DECL<br>Taskforce, jointly established by the Financial<br>Conduct Authority, Financial Reporting Council<br>and the Prudential Regulation Authority,<br>published its phase 2 report recommendations<br>in December 2019.<br>Authority to repurchase shares<br>On-market purchases<br>At the AGM in 2025, shareholders renewed<br>the authority (2025 Authority) for the company<br>to make on-market purchases of up to<br>807,750,182 ordinary shares. The directors<br>used the 2025 Authority to carry out a share<br>buyback programme (the 2025 Programme) of<br>up to £750 million, as announced to the market<br>on 28 July 2025.<br>The 2025 Programme started on 28 July 2025<br>and will end no later than 13 February 2026,<br>provided that the term of the 2025 Programme<br>may be extended to end no later than<br>13 March 2026 to account for any days where<br>usual trading has not been possible because<br>of market events during the term of the<br>2025 Programme.<br>As at 31 December 2025, 104,103,117<br>ordinary shares (nominal value £112,111,049)<br>have been purchased by the company under<br>the 2025 Programme at a volume weighted<br>average price of 551.8173 pence per<br>ordinary share for a total consideration<br>of £574,458,965.<br>All of the purchased ordinary shares<br>were cancelled, representing 1.27% of the<br>company’s issued ordinary share capital.<br>Shareholders will be asked to renew the<br>authority for the company to make on-market<br>purchases or ordinary shares at the AGM<br>in 2026.<br>Off-market purchases<br>A Directed Buyback Contract between the<br>Company and HMT was approved by the<br>shareholders of the Company at a General<br>Meeting on 6 February 2019. Amendments to<br>the Directed Buyback Contract were approved<br>by the shareholders at a General Meeting<br>on 25 August 2022 and at the 2024 AGM.<br>The authority from shareholders to make<br>off-market purchases of ordinary shares from<br>HMT (or its nominee) under the terms of the<br>Directed Buyback Contract was renewed at<br>the 2025 AGM.<br>The company did not make any off-market<br>purchases under this authority in 2025.<br>Preference shares<br>At the AGM in 2025, shareholders renewed<br>the authority for the company to make an<br>off-market purchase of its preference shares.<br>Shareholders will be asked to renew the<br>authority at the AGM in 2026.<br>Additional information<br>Where not provided elsewhere in the Report<br>of the directors, the following additional<br>information is required to be disclosed<br>by Part 6 of Schedule 7 to the Large and<br>Medium-sized Companies and Groups<br>(Accounts and Reports) Regulations 2008.<br>Share Capital<br>The rules governing the powers of directors<br>and their appointment, including in relation to<br>issuing or buying back shares, are set out in<br>our Articles of Association. It will be proposed<br>at the 2026 AGM that the directors’ authorities<br>to allot shares under the Companies Act 2006<br>(the Companies Act) be renewed.<br>Details of the movements in ordinary shares<br>during the year can be found at Note 21 to<br>the consolidated financial statements.<br>At the 2024 AGM, shareholders gave authority<br>to directors to offer a scrip dividend alternative<br>on any dividend paid up to the conclusion of<br>the AGM in 2027.<br>The Articles of Association may only be<br>amended by a special resolution at a<br>General Meeting of shareholders.<br>Voting<br>The cumulative preference shares represent<br>0.006% of the total voting rights of the<br>company, the remainder being represented<br>by the ordinary shares.<br>In a show of hands at a General Meeting of the<br>company, every holder of ordinary shares and<br>cumulative preference shares who is present in<br>person or by proxy and entitled to vote, shall<br>have one vote. On a poll, every holder of<br>ordinary shares who is present in person or<br>by proxy and entitled to vote shall have four<br>votes for every share held. Every holder of<br>cumulative preference shares shall have one<br>vote for each 25p nominal amount held.<br>The notices of Annual General Meetings and<br>General Meetings specify the deadlines for<br>exercising voting rights and appointing a proxy<br>or proxies to vote in relation to resolutions to<br>be passed at the meeting.<br>Transfers<br>There are no restrictions on the transfer of<br>ordinary shares in the company other than<br>certain restrictions which may from time to<br>time be imposed by laws and regulations<br>(for example, insider trading laws).<br>The company is not aware of any agreements<br>between shareholders that may result in<br>restrictions on the transfer of securities<br>and/or voting rights.<br>Pursuant to the UK Listing Rules, certain<br>employees of the company require the<br>approval of the company to deal in the<br>company’s shares.<br>Special rights<br>There are no persons holding securities<br>carrying special rights with regard to control<br>of the company.<br>Employee Share Plans<br>A number of the company’s employee share<br>plans include restrictions on transfers of shares<br>while shares are subject to the plans. Note 3 to<br>the consolidated financial statements sets out a<br>summary of the plans.<br>Report of the directors continued<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 174<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F 157<br>The company has ordinary shares and<br>preference shares in issue. The rights and<br>obligations attached to the company’s ordinary<br>shares and preference shares are set out in<br>our Articles of Association. Copies can be<br>obtained from Companies House in the UK<br>or can be found on the NatWest Group<br>website.<br>NatWest Group plc’s 2025 Annual Report on<br>Form 20-F reflect EDTF and have regard to<br>DECL Taskforce recommendations.
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Report of the directors continued<br>Under the rules of certain employee share<br>plans, voting rights are exercised by the<br>Trustees of the plan on receipt of participants’<br>instructions. If a participant does not submit an<br>instruction to the Trustee no vote is registered.<br>For shares held in the company’s other<br>employee share trusts, in accordance with<br>investor protection guidelines, the Trustees<br>abstain from voting. The Trustees would take<br>independent advice before accepting any<br>offer in respect of their shareholdings for<br>the company in a takeover bid situation.<br>The Trustees have chosen to waive their<br>entitlement to the dividend on shares held<br>by the Trusts.<br>A change of control of the company following<br>a takeover bid may cause a number of<br>agreements to which the company is party<br>to take effect, alter or terminate. All of the<br>company’s employee share plans contain<br>provisions relating to a change of control.<br>In the context of the company as a whole,<br>these agreements are not considered to<br>be significant.<br>Directors<br>Roisin Donnelly, Patrick Flynn, Geeta Gopalan,<br>Rick Haythornthwaite, Yasmin Jetha, Stuart<br>Lewis, Katie Murray, Paul Thwaite and Lena<br>Wilson all served throughout 2025 and to<br>the date of signing of the financial statements.<br>The following changes took place during 2025:<br>Director Date of change<br>Gill Whitehead Appointed 8 January 2025<br>Mark Seligman Retired 31 March 2025<br>Frank Dangeard Resigned 23 April 2025<br>Josh Critchley Appointed 3 November<br>2025<br>Albert Hitchcock has been appointed to the<br>Board with effect from 23 February 2026.<br>Yasmin Jetha has confirmed her intention<br>to retire from the Board on 31 March 2026.<br>All directors of the company are required to<br>stand for election or re-election annually by<br>shareholders at the AGM.<br>Directors’ interests<br>Directors’ indemnities<br>In terms of section 236 of the Companies Act,<br>Qualifying Third Party Indemnity Provisions<br>have been issued by the company to its<br>directors, members of the NatWest Group<br>and NWH Executive Committees, individuals<br>authorised by the PRA/FCA, certain directors<br>and/or officers of NatWest Group subsidiaries<br>and all trustees of NatWest Group<br>pension schemes.<br>The indemnities referenced above were in<br>force throughout the financial year, including<br>for individuals who resigned during the year,<br>and remain in force as at the date of this report.<br>NatWest Group also maintains Directors’<br>and Officers’ Liability Insurance to provide<br>appropriate protection to directors and/or<br>officers from liabilities that may arise against<br>them in connection with their role.<br>Shareholdings<br>The following table shows the shareholders<br>that have notified NatWest Group that they<br>hold more than 3% of the total voting rights<br>of the company at 31 December 2025.<br>Ordinary<br>shares<br>(millions)<br>% of issued<br>share capital<br>with voting<br>rights held(1)<br>Blackrock, Inc. 461 5.26<br>The Capital Group<br>Companies, Inc. 403 5.01<br>Massachusetts Financial<br>Services Company 396 4.94<br>Norges Bank(2) 248 3.06<br>(1) Percentages provided were correct at the date of notifications<br>on 31 May 2024, 19 November 2024, 11 December 2025 and<br>28 July 2025, respectively.<br>(2) On 23 January 2026, a notification under Rule 5 the Disclosure<br>and Transparency Rules (‘DTR’) was received from Norges<br>Bank notifying that its holding had reduced to below 3%.<br>(3) As at 12 February 2026, no further notifications under Rule 5<br>of the DTR have been received.<br>UK Listing rule 6.6.1 R<br>Political donations<br>At the AGM in 2025, shareholders gave<br>authority, under Part 14 of the Companies<br>Act 2006, for a period of one year, for the<br>company (and its subsidiaries) to make political<br>donations and incur political expenditure up to<br>a maximum aggregate sum of £100,000. This<br>authorisation was taken as a precaution only<br>as the company has a longstanding policy of<br>not making political donations or incurring<br>political expenditure within the ordinary<br>meaning of those words.<br>During 2025, NatWest Group made no<br>political donations, nor incurred any political<br>expenditure in the UK or EU and it is not<br>proposed that its longstanding policy of not<br>making contributions to any political party<br>be changed. Shareholders will be asked to<br>renew this authorisation at the AGM in 2026.<br>Directors’ disclosure to auditors<br>Each of the directors at the date of approval of<br>this report confirms that:<br>a. so far as the director is aware, there is<br>no relevant audit information of which the<br>company’s auditors are unaware; and<br>b. the director has taken all the steps that<br>he/she ought to have taken as a director to<br>make himself/herself aware of any relevant<br>audit information and to establish that<br>the company’s auditors are aware of<br>that information.<br>This confirmation is given and should be<br>interpreted in accordance with the provisions<br>of section 418 of the Companies Act.<br>Auditors<br>Ernst & Young LLP (EY) are the current<br>auditors of the company. Following a tender<br>undertaken in 2022, overseen by the Group<br>Audit Committee, the company announced its<br>intention to appoint PricewaterhouseCoopers<br>LLP (PwC) as auditors for the financial period<br>ending 31 December 2026. This will be the<br>last period of audit by EY as they will not be<br>proposed for re-appointment as auditors by<br>the company. A resolution to appoint PwC as<br>the company’s auditors will be proposed at the<br>forthcoming AGM.<br>By order of the Board<br>Gary Moore<br>Chief Governance Officer and Company<br>Secretary<br>12 February 2026<br>NatWest Group plc is registered in Scotland<br>No. SC45551<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 175<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F 158<br>The names and brief biographical details of the<br>current directors are shown on pages 79 to 81.<br>The interests of the directors in the shares of<br>the company at 31 December 2025 are shown<br>on page 148. None of the directors held an<br>interest in the loan capital of the company<br>or in the shares or loan capital of any of<br>the subsidiary undertakings of the company<br>during the period from 1 January 2025 to<br>12 February 2026.<br>The information to be disclosed in the Annual<br>Report on Form 20-F under UK Listing Rule<br>6.6.1 R is set out or cross- referenced in this<br>Directors’ report with the exception of details<br>of contracts of significance given in Material<br>Report on Form 20-F.<br>contracts on page 294 to 295 of the Annual
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Report of the directors continued<br>Under the rules of certain employee share<br>plans, voting rights are exercised by the<br>Trustees of the plan on receipt of participants’<br>instructions. If a participant does not submit an<br>instruction to the Trustee no vote is registered.<br>For shares held in the company’s other<br>employee share trusts, in accordance with<br>investor protection guidelines, the Trustees<br>abstain from voting. The Trustees would take<br>independent advice before accepting any<br>offer in respect of their shareholdings for<br>the company in a takeover bid situation.<br>The Trustees have chosen to waive their<br>entitlement to the dividend on shares held<br>by the Trusts.<br>A change of control of the company following<br>a takeover bid may cause a number of<br>agreements to which the company is party<br>to take effect, alter or terminate. All of the<br>company’s employee share plans contain<br>provisions relating to a change of control.<br>In the context of the company as a whole,<br>these agreements are not considered to<br>be significant.<br>Directors<br>The names and brief biographical details of the<br>current directors are shown on pages 96 to 98.<br>Roisin Donnelly, Patrick Flynn, Geeta Gopalan,<br>Rick Haythornthwaite, Yasmin Jetha, Stuart<br>Lewis, Katie Murray, Paul Thwaite and Lena<br>Wilson all served throughout 2025 and to<br>the date of signing of the financial statements.<br>The following changes took place during 2025:<br>Director Date of change<br>Gill Whitehead Appointed 8 January 2025<br>Mark Seligman Retired 31 March 2025<br>Frank Dangeard Resigned 23 April 2025<br>Josh Critchley Appointed 3 November<br>2025<br>Albert Hitchcock has been appointed to the<br>Board with effect from 23 February 2026.<br>Yasmin Jetha has confirmed her intention<br>to retire from the Board on 31 March 2026.<br>All directors of the company are required to<br>stand for election or re-election annually by<br>shareholders at the AGM.<br>Directors’ interests<br>The interests of the directors in the shares of<br>the company at 31 December 2025 are shown<br>on page 165. None of the directors held an<br>interest in the loan capital of the company<br>or in the shares or loan capital of any of<br>the subsidiary undertakings of the company<br>during the period from 1 January 2025 to<br>12 February 2026.<br>Directors’ indemnities<br>In terms of section 236 of the Companies Act,<br>Qualifying Third Party Indemnity Provisions<br>have been issued by the company to its<br>directors, members of the NatWest Group<br>and NWH Executive Committees, individuals<br>authorised by the PRA/FCA, certain directors<br>and/or officers of NatWest Group subsidiaries<br>and all trustees of NatWest Group<br>pension schemes.<br>The indemnities referenced above were in<br>force throughout the financial year, including<br>for individuals who resigned during the year,<br>and remain in force as at the date of this report.<br>NatWest Group also maintains Directors’<br>and Officers’ Liability Insurance to provide<br>appropriate protection to directors and/or<br>officers from liabilities that may arise against<br>them in connection with their role.<br>Shareholdings<br>The following table shows the shareholders<br>that have notified NatWest Group that they<br>hold more than 3% of the total voting rights<br>of the company at 31 December 2025.<br>Ordinary<br>shares<br>(millions)<br>% of issued<br>share capital<br>with voting<br>rights held(1)<br>Blackrock, Inc. 461 5.26<br>The Capital Group<br>Companies, Inc. 403 5.01<br>Massachusetts Financial<br>Services Company 396 4.94<br>Norges Bank(2) 248 3.06<br>(1) Percentages provided were correct at the date of notifications<br>on 31 May 2024, 19 November 2024, 11 December 2025 and<br>28 July 2025, respectively.<br>(2) On 23 January 2026, a notification under Rule 5 the Disclosure<br>and Transparency Rules (‘DTR’) was received from Norges<br>Bank notifying that its holding had reduced to below 3%.<br>(3) As at 12 February 2026, no further notifications under Rule 5<br>of the DTR have been received.<br>UK Listing rule 6.6.1 R<br>The information to be disclosed in the Annual<br>Report and Accounts under UK Listing Rule<br>6.6.1 R is set out or cross- referenced in this<br>Directors’ report with the exception of details<br>of contracts of significance given in Material<br>contracts on page 423.<br>Political donations<br>At the AGM in 2025, shareholders gave<br>authority, under Part 14 of the Companies<br>Act 2006, for a period of one year, for the<br>company (and its subsidiaries) to make political<br>donations and incur political expenditure up to<br>a maximum aggregate sum of £100,000. This<br>authorisation was taken as a precaution only<br>as the company has a longstanding policy of<br>not making political donations or incurring<br>political expenditure within the ordinary<br>meaning of those words.<br>During 2025, NatWest Group made no<br>political donations, nor incurred any political<br>expenditure in the UK or EU and it is not<br>proposed that its longstanding policy of not<br>making contributions to any political party<br>be changed. Shareholders will be asked to<br>renew this authorisation at the AGM in 2026.<br>Directors’ disclosure to auditors<br>Each of the directors at the date of approval of<br>this report confirms that:<br>a. so far as the director is aware, there is<br>no relevant audit information of which the<br>company’s auditors are unaware; and<br>b. the director has taken all the steps that<br>he/she ought to have taken as a director to<br>make himself/herself aware of any relevant<br>audit information and to establish that<br>the company’s auditors are aware of<br>that information.<br>This confirmation is given and should be<br>interpreted in accordance with the provisions<br>of section 418 of the Companies Act.<br>Auditors<br>Ernst & Young LLP (EY) are the current<br>auditors of the company. Following a tender<br>undertaken in 2022, overseen by the Group<br>Audit Committee, the company announced its<br>intention to appoint PricewaterhouseCoopers<br>LLP (PwC) as auditors for the financial period<br>ending 31 December 2026. This will be the<br>last period of audit by EY as they will not be<br>proposed for re-appointment as auditors by<br>the company. A resolution to appoint PwC as<br>the company’s auditors will be proposed at the<br>forthcoming AGM.<br>By order of the Board<br>Gary Moore<br>Chief Governance Officer and Company<br>Secretary<br>12 February 2026<br>NatWest Group plc is registered in Scotland<br>No. SC45551<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 175<br>Statement of directors’ responsibilities<br>In preparing those financial statements,<br>the directors are required to:<br> • select suitable accounting policies<br>and then apply them consistently.<br> • make judgements and estimates that<br>are reasonable, relevant and reliable.<br> • state whether applicable accounting<br>standards have been followed, subject<br>to any material departures disclosed<br>and explained in the financial statements.<br> • prepare the financial statements on a going<br>concern basis unless it is inappropriate to<br>presume that the company and Group will<br>continue in business.<br>Under applicable law and regulations, the<br>directors are also responsible for preparing a<br>Strategic report, Directors’ report, Directors’<br>remuneration report and Corporate<br>governance statement that comply with that<br>law and those regulations. The directors are<br>responsible for the maintenance and integrity<br>of the corporate and financial information<br>included on the company’s website.<br>The directors confirm that to the best of<br>their knowledge:<br> • the financial statements, prepared<br>in accordance with UK adopted<br>International Accounting Standards<br>and International Financial Reporting<br>Standards as issued by the International<br>Accounting Standards Board, give a true<br>and fair view of the assets, liabilities,<br>financial position and profit or loss of the<br>company and the undertakings included<br>in the consolidation taken as a whole; and<br> • The Strategic report and Directors’ report<br>(incorporating the Financial review) include<br>a fair review of the development and<br>performance of the business and the<br>position of the company and the<br>undertakings included in the consolidation<br>taken as a whole, together with a<br>description of the principal risks<br>and uncertainties that they face.<br>By order of the Board<br>Richard Haythornthwaite<br>Chair<br>12 February 2026<br>John-Paul Thwaite<br>Group Chief Executive Officer<br>Katie Murray<br>Group Chief Financial Officer<br>Board of directors<br>Chair<br>Richard Haythornthwaite<br>Executive directors<br>John-Paul Thwaite<br>Katie Murray<br>Non-executive directors<br>Joshua Critchley<br>Roisin Donnelly<br>Patrick Flynn<br>Geeta Gopalan<br>Yasmin Jetha<br>Stuart Lewis<br>Gillian Whitehead<br>Lena Wilson<br>Strategic report Financial review Risk and capital management Financial statements Additional information Governance and remuneration NatWest Group plc 2025 Annual Report and Accounts 176<br>Strategic report Governance and remuneration NatWest Group plc 2025 Annual Report on Form 20-F 159<br>The directors are responsible for keeping<br>proper accounting records which disclose with<br>reasonable accuracy at any time the financial<br>position of NatWest Group and to enable<br>them to ensure that the Annual Report<br>on Form 20-F complies with the Companies<br>Act 2006. They are also responsible for<br>safeguarding the assets of NatWest Group<br>and hence for taking reasonable steps for<br>the prevention and detection of fraud and<br>other irregularities.<br>In addition, the directors are of the opinion that<br>the Annual Report on Form 20-F, taken as a<br>whole, are fair, balanced and understandable<br>and provide the information necessary for<br>shareholders to assess the company’s<br>position and performance, business<br>model and strategy.<br>The directors are responsible for the<br>preparation of the Annual Report on Form<br>20-F. The directors are required to prepare<br>Group financial statements, and<br>as permitted by the Companies Act 2006<br>have elected to prepare company financial<br>statements, for each financial year in<br>accordance with UK adopted International<br>Accounting Standards and International<br>Financial Reporting Standards as issued by<br>the International Accounting Standards Board.<br>They are responsible for preparing financial<br>statements that present fairly the financial<br>position, financial performance and cash<br>flows of NatWest Group.<br>This statement should be read in conjunction<br>with the responsibilities of the auditor set out<br>Annual Report on Form 20-F.<br>in their report on pages 147 to 151 of the
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Exhibit 16.1

17 February 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Sir/Madam

We have read the statements made pursuant to Item 16F(a) of Form 20-F in the paragraphs entitled “Changes in Registrant’s Certifying Accountant” of NatWest Group plc’s Annual Report on Form 20-F dated 17 February 2026, and we agree with the statements made in paragraphs two, four and five therein. We are not in a position to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

London, United Kingdom

17 February 2026