EXHIBIT 1 THE ROYAL BANK OF SCOTLAND GROUP plc [Debt Securities] [Dollar Preference Shares] Underwriting AgreementUnderwriting Agreement • November 23rd, 2001 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
THE ROYAL BANK OF SCOTLAND GROUP plc, as Issuer TO THE BANK OF NEW YORK, as Trustee INDENTUREIndenture • November 23rd, 2001 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (Ordinary Shares) Dated as of ___________, 2007Deposit Agreement • July 20th, 2007 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
ANDDeposit Agreement • November 23rd, 2001 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
The Royal Bank of Scotland Group plcDeposit Agreement • July 20th, 2007 • Royal Bank of Scotland Group PLC • Commercial banks, nec
Re: Deposit Agreement dated as of ___________, 2007 (the "Deposit Agreement") by and among The Royal Bank of Scotland Group plc, The Bank of New York, as Depositary, and the Owners and Holders of American Depositary Shares
THE ROYAL BANK OF SCOTLAND GROUP plc Underwriting Agreement [ ]% Senior Debt Securities Due _____Underwriting Agreement • September 30th, 2009 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
From time to time The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
NATWEST GROUP PLC Underwriting Agreement Senior Debt SecuritiesUnderwriting Agreement • August 15th, 2024 • NatWest Group PLC • Commercial banks, nec
As Representative of the several Underwriters (as defined below) named in Schedule I to the Pricing Agreement (as defined below)
NATWEST GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee TWELFTH SUPPLEMENTAL INDENTURE dated as of June 13, 2023 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017 and the SEVENTH...Supplemental Indenture • June 13th, 2023 • NatWest Group PLC • Commercial banks, nec • New York
This TWELFTH SUPPLEMENTAL INDENTURE, dated as of June 13, 2023, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom.
THE ROYAL BANK OF SCOTLAND GROUP plc, as Issuer TO THE BANK OF NEW YORK, as Trustee INDENTUREIndenture • November 23rd, 2001 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
NATWEST GROUP PLC Underwriting Agreement Contingent Capital NotesUnderwriting Agreement • May 10th, 2024 • NatWest Group PLC • Commercial banks, nec
From time to time NatWest Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s contingent convertible securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Contingent Capital Notes”) and convertible in accordance with their terms into the ordinary shares of the Company (the “Conversion Securities”).
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxRegistration Statement • August 2nd, 2012 • Royal Bank of Scotland Group PLC • Commercial banks, nec
The Royal Bank of Scotland plc, a public limited company incorporated and registered in Scotland (the “Issuer”), and The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland (the “Guarantor”), have filed a registration statement on Form F-3, File No. 333-162219 (the “Registration Statement”), for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), securities (the “Shelf Securities”) to be issued from time to time by the Issuer and the Guarantor. The Shelf Securities include the notes identified in Annex A attached hereto (the “Notes”), which are fully and unconditionally guaranteed by the Guarantor (the “Guarantees,” and together with the Notes, the “Securities”). The Securities have been issued, or are to be issued, pursuant to the Amended and Restated Indenture dated as of August 13, 2010 among the Issuer, the Guarantor, and The Bank of New York Mellon, acting through its London Branch (the “Ori
ABN AMRO BANK N.V. as Issuer, ABN AMRO HOLDING N.V. as Guarantor, CITIBANK, N.A. as Securities Administrator, and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of September 15, 2006Indenture • December 10th, 2012 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
THIS INDENTURE, dated as of September 15, 2006 between ABN AMRO BANK N.V., a public limited liability company incorporated in The Netherlands (the “Issuer”), ABN AMRO HOLDING N.V., a public limited liability company incorporated in The Netherlands (the “Guarantor”), Citibank, N.A., as securities administrator (the “Securities Administrator”) and Wilmington Trust Company, as trustee (the “Trustee”),
THE ROYAL BANK OF SCOTLAND plc THE ROYAL BANK OF SCOTLAND GROUP plc Underwriting Agreement [ ]% Senior Debt Securities Due _____Underwriting Agreement • September 30th, 2009 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
From time to time The Royal Bank of Scotland plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Company”), and The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Group”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxRegistration Statement • October 24th, 2014 • Royal Bank of Scotland Group PLC • Commercial banks, nec
The Royal Bank of Scotland plc, a public limited company incorporated and registered in Scotland (the “Issuer”), and The Royal Bank of Scotland Group plc, a public limited company incorporated and registered in Scotland (the “Guarantor”) has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (as it may be amended or supplemented from time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), debt securities to be issued from time by the Issuer and guaranteed by the Guarantor (such debt securities, together with the corresponding guarantees, the “Shelf Securities”). The Shelf Securities are comprised of securities designated either as RBS NotesSM (the “RBS Notes”) or as Retail Corporate Notes (the “Retail Corporate Notes”), and are to be issued on or after the date hereof. The RBS Notes are to be issued pursuant to either (i) the Amended and Restate
SERVICE AGREEMENT between THE ROYAL BANK OF SCOTLAND plc and EWEN STEVENSON The Royal Bank of Scotland plc Edinburgh EH2 2YBService Agreement • March 31st, 2015 • Royal Bank of Scotland Group PLC • Commercial banks, nec • London
PURCHASE AND SALE AGREEMENT by and among J.P. MORGAN VENTURES ENERGY CORPORATION, SEMPRA ENERGY TRADING LLC, RBS SEMPRA COMMODITIES LLP, SEMPRA ENERGY and THE ROYAL BANK OF SCOTLAND PLC Dated as of February 16, 2010Purchase and Sale Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This Purchase and Sale Agreement, dated as of February 16, 2010, is entered into by and among J.P. Morgan Ventures Energy Corporation, a Delaware corporation (“Purchaser”), Sempra Energy, a California corporation (“Sempra Energy”), The Royal Bank of Scotland plc, a public limited company incorporated in Scotland (“RBS,” and together with Sempra Energy, the “Seller Parents”), Sempra Energy Trading LLC, a Delaware limited liability company (“SET”), and RBS Sempra Commodities LLP, a limited liability partnership constituted under the Limited Liability Partnership Act of 2000 of the United Kingdom and the regulations made thereunder (the “Partnership” and, together with SET, the “Sellers” and each individually a “Seller” and, together with the Seller Parents, the “Seller Parties” and each individually, a “Seller Party”). RBS also shall be considered a “Seller” in relation to the RBS Related Assets and Liabilities (as defined below). The Sellers, the Seller Parents and the Purchaser each ma
THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • November 1st, 2019 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This FIFTH SUPPLEMENTAL INDENTURE dated as of November 1, 2019, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
The Royal Bank of Scotland plc as Issuer The Royal Bank of Scotland Group plc as Guarantor Citibank, N.A. as Securities Administrator and Wilmington Trust Company as Trustee Administration Agreement Dated as of September 20, 2010Administration Agreement • September 20th, 2010 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
THIS ADMINISTRATION AGREEMENT, dated as of September 20, 2010 (this “Agreement”), is made by and among THE ROYAL BANK OF SCOTLAND PLC, a corporation incorporated in Scotland with registered number SC090312, as issuer (the “Company”), THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as guarantor (the “Guarantor”), CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States, as Securities Administrator (in such capacity, the “Securities Administrator”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (not in its individual capacity, the “Trustee”).
SERVICE AGREEMENT between THE ROYAL BANK OF SCOTLAND plc and MARK ANDREW FISHERService Agreement • April 26th, 2006 • Royal Bank of Scotland Group PLC • Commercial banks, nec
THE ROYAL BANK OF SCOTLAND plc a company incorporated in Scotland (No 90312) and having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB (hereinafter called “the Company”) of the one part and
THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee FIFTH SUPPLEMENTAL INDENTURE dated as of May 8, 2019 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017Fifth Supplemental Indenture • May 8th, 2019 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This FIFTH SUPPLEMENTAL INDENTURE, dated as of May 8, 2019, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
NATWEST GROUP PLC as Company and THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • August 28th, 2020 • NatWest Group PLC • Commercial banks, nec • New York
This SEVENTH SUPPLEMENTAL INDENTURE dated as of August 28, 2020, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
Dated 4 August 2010 THE ROYAL BANK OF SCOTLAND plc and NATIONAL WESTMINSTER BANK plc and NATIONAL WESTMINSTER HOME LOANS LIMITED and SANTANDER UK plc SALE AND PURCHASE AGREEMENT relating to certain operations of the Business Sellers in England and...Sale and Purchase Agreement • July 20th, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec
granted before the Long Stop Date, the parties shall consider and discuss (each acting reasonably and in good faith) an extension to the Long Stop Date.***
SERVICE AGREEMENT between THE ROYAL BANK OF SCOTLAND plc andService Agreement • April 24th, 2007 • Royal Bank of Scotland Group PLC • Commercial banks, nec • Edinburgh
THE ROYAL BANK OF SCOTLAND plc having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB (hereinafter called the “Company”)
ContractSenior Notes Agreement • September 19th, 2012 • Royal Bank of Scotland Group PLC • Commercial banks, nec
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
NATWEST GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE dated as of February 29, 2024 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017 and the...Thirteenth Supplemental Indenture • February 29th, 2024 • NatWest Group PLC • Commercial banks, nec • New York
This THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of February 29, 2024, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom.
THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee FOURTH SUPPLEMENTAL INDENTURE dated as of March 22, 2019 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017Fourth Supplemental Indenture • March 22nd, 2019 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 22, 2019, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of May 18, 2018 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017First Supplemental Indenture • May 21st, 2018 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 18, 2018, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
NATWEST GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee FOURTEENTH SUPPLEMENTAL INDENTURE dated as of August 15, 2024 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017 and the SEVENTH...Supplemental Indenture • August 15th, 2024 • NatWest Group PLC • Commercial banks, nec • New York
This FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2024, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom.
NATWEST GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • March 1st, 2024 • NatWest Group PLC • Commercial banks, nec • New York
This EIGHTH SUPPLEMENTAL INDENTURE dated as of March 1, 2024, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom.
THE ROYAL BANK OF SCOTLAND GROUP PLC as Company and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as Trustee THIRD SUPPLEMENTAL INDENTURE dated as of September 27, 2018 to the AMENDED AND RESTATED INDENTURE dated as of December 13, 2017Third Supplemental Indenture • September 27th, 2018 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of September 27, 2018, among THE ROYAL BANK OF SCOTLAND GROUP PLC, a corporation incorporated in Scotland with registered number SC045551, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate Trust Office at One Canada Square, London E14 5AL.
THE ROYAL BANK OF SCOTLAND GROUP PLC Underwriting Agreement Contingent Capital NotesUnderwriting Agreement • August 10th, 2015 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
As Representatives of the several Underwriters (as defined below) named in Schedule I to the Pricing Agreement (as defined below)
CONTENTSSecurity Agreement • February 23rd, 2024 • NatWest Group PLC • Commercial banks, nec
Clause Page 1. Definitions and interpretation 3 2. Creation of Security 6 3. Representations - general 7 4. Restrictions on dealings 9 5. When Security becomes enforceable 9 6. Enforcement of Security 9 7. Receiver 10 8. Powers of Receiver 11 9. Delegation 13 10. Further assurances 13 11. Power of attorney 14 12. Limited recourse 14 13. Miscellaneous 14 14. Changes to the Parties 15 15. Notices 15 16. Partial Invalidity 16 17. Remedies and Waivers 16 18. Release 16 19. Counterparts 17 20. Governing law 17 21. Enforcement 17
Dated 20 October 2013Investment Agreement • April 30th, 2014 • Royal Bank of Scotland Group PLC • Commercial banks, nec
THE ROYAL BANK OF SCOTLAND GROUP plc and THE ROYAL BANK OF SCOTLAND plc and NATIONAL WESTMINSTER BANK plc and WILLIAMS & GLYN’S LIMITED and LUNAR INVESTORS LLP and CORSAIR IV-B FSCP AIV II CAYMAN, L.P. and CORSAIR IV FSCP AIV II CAYMAN, L.P. and CORSAIR RAINBOW INVESTORS, L.P. and CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P. and CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P. AMENDMENT AGREEMENT in relation to an INVESTMENT AGREEMENT relating to certain operations of the Business Sellers in England and Wales and in Scotland, comprising the Businesses Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 Ref: S Branigan / S Navazesh
Pricing AgreementPricing Agreement • May 15th, 2017 • Royal Bank of Scotland Group PLC • Commercial banks, nec
The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 9, 2017 (the “Underwriting Agreement”) among the Company on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).
THE ROYAL BANK OF SCOTLAND PLC as Issuer THE ROYAL BANK OF SCOTLAND GROUP PLC as Guarantor TO THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee INDENTURE Senior Debt SecuritiesIndenture • September 30th, 2009 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Debt Securities Indenture.
