Exhibit 4.10
Execution Version
NATWEST GROUP PLC
as Company,
and
THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS
LONDON BRANCH
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
dated as of August 19, 2020
to
CONTINGENT CONVERTIBLE SECURITIES INDENTURE
dated as of August 10, 2015
This FIFTH SUPPLEMENTAL INDENTURE (“Fifth Supplemental Indenture”), dated as of August 19, 2020, between, NATWEST GROUP PLC (f/k/a THE ROYAL BANK OF SCOTLAND GROUP PLC), a company incorporated in Scotland with registered number SC045551, as issuer (the “Company”), having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB, United Kingdom 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 under the Contingent Convertible Securities Indenture (the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
WITNESSETH:
WHEREAS, the Company and the Trustee have executed and delivered a Contingent Convertible Securities Indenture, dated as of August 10, 2015 (the “Contingent Convertible Securities Indenture”), to provide for the issuance of the Company’s Contingent Convertible Securities (the “Securities”);
WHEREAS, Section 9.01(i) of the Contingent Convertible Securities Indenture provides that the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of Securities to make any other provisions with respect to matters or questions arising under the Contingent Convertible Securities Indenture, provided such action shall not adversely affect the interests of the Holders of the Securities of any series in any material respect;
WHEREAS, the Company changed its name from The Royal Bank of Scotland Group plc to NatWest Group plc on July 22, 2020 pursuant to a Board Resolution dated July 15, 2020;
WHEREAS, the Company’s name change became effective on July 22, 2020 pursuant to the filing of a Certificate of Incorporation on Change of Name with the Companies House in Edinburgh on July 22, 2020 in accordance with the Companies Act 2006;
WHEREAS, the Company desires to record this change of name for purpose of the Contingent Convertible Securities Indenture, all indentures supplemental thereto and all Global Securities issued and to be issued thereunder to reflect the name change pursuant to this Fifth Supplemental Indenture dated as of August 19, 2020;
WHEREAS, this Fifth Supplemental Indenture shall, with effect from July 22, 2020, amend and supplement the Contingent Convertible Securities Indenture with respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof; to the extent that the terms of the Contingent Convertible Securities Indenture are inconsistent with the provisions of this Fifth Supplemental Indenture, the terms of this Fifth Supplemental Indenture shall govern;
WHEREAS, there are no Securities outstanding of any series created prior to the execution of this Fifth Supplemental Indenture which would be adversely affected by such provisions;
WHEREAS, the entry into of this Fifth Supplemental Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Contingent Convertible Securities Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture, and whereas all actions required by it to be taken in order to make this Fifth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:
Article 1
Definitions
Section 1.01. Definition of Terms. For all purposes of this Fifth Supplemental Indenture:
(a) a term defined anywhere in this Fifth Supplemental Indenture has the same meaning throughout;
(b) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Contingent Convertible Securities Indenture;
(c) the singular includes the plural and vice versa; and
(d) headings are for convenience of reference only and do not affect interpretation.
Article 2
Amendments To The Contingent Convertible Securities Indenture
Section 2.01. References to The Royal Bank of Scotland Group plc. With respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof, all references to “The Royal Bank of Scotland Group plc” in the Contingent Convertible Securities Indenture, all indentures supplemental thereto (except, for the avoidance of doubt, this Fifth Supplemental Indenture) and all Global Securities issued thereunder shall be read to refer to “NatWest Group plc”.
Section 2.02. Execution. With respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof, the Contingent Convertible Securities Indenture is amended to include a new Section 1.17 which shall read as follows:
“Section 1.17 Execution. The words “execution,” “signed,” “signature,” “manual signature” and words of like import in this Amended and Restated Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Amended and Restated Indenture, any indentures supplemental hereto, any Senior Debt Securities issued hereunder and any other documents delivered hereunder may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Amended and Restated Indenture, any indentures supplemental hereto, any Securities issued hereunder and any other documents delivered hereunder are the same as handwritten signatures for the purposes of validity, enforceability and admissibility”
Article 3
Miscellaneous
Section 3.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Fifth Supplemental Indenture by the Company and the Trustee, and the delivery of the documents referred to in Section 3.02 herein, the Contingent Convertible Securities Indenture, all indentures supplemental thereto and all Global Securities issued thereunder shall, with effect from July 22, 2020, be amended and supplemented in accordance herewith, and this Fifth Supplemental Indenture shall form a part of the Contingent Convertible Securities Indenture for all purposes in respect of each outstanding series of Securities and each series of Securities issued on or after the date hereof.
Section 3.02. Other Documents to Be Given to the Trustee. As specified in Section 9.03 of the Contingent Convertible Securities Indenture and subject to the provisions of Section 6.03 of the Contingent Convertible Securities Indenture, the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel stating the recitals contained in Section 1.02 of the Contingent Convertible Securities Indenture, and in the case of such Opinion of Counsel, that this Fifth Supplemental Indenture is authorized or permitted by the Contingent Convertible Securities Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to Section 1.03 of the Contingent Convertible Securities Indenture) constitutes valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, as conclusive evidence that this Fifth Supplemental Indenture complies with the applicable provisions of the Contingent Convertible Securities Indenture.
Section 3.03. Confirmation of Indenture. The Contingent Convertible Securities Indenture and this Fifth Supplemental Indenture with respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof, is in all respects ratified and confirmed, including without limitation Section 6.07 of the Contingent Convertible Securities Indenture, and the Contingent Convertible Securities Indenture, this Fifth Supplemental Indenture and all indentures supplemental thereto shall, in respect of each outstanding series of Securities and each series of Securities issued on or after the date hereof, be read, taken and construed as one and the same instrument. This Fifth Supplemental Indenture constitutes an integral part of the Contingent Convertible Securities Indenture with respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof. In the event of a conflict between the terms and conditions of the Contingent Convertible Securities Indenture and the terms and conditions of this Fifth Supplemental Indenture, the terms and conditions of this Fifth Supplemental Indenture shall prevail with respect to each outstanding series of Securities and each series of Securities issued on or after the date hereof.
Section 3.04. Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Fifth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into this Fifth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Contingent Convertible Securities Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section 3.05. Governing Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Contingent Convertible Securities Indenture, and except that the authorization and execution by the Company of this Fifth Supplemental Indenture shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of the Company and the Trustee, as the case may be.
Section 3.06. Reparability. In case any provision contained in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07. Counterparts and Execution. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
The words “execution,” “signed,” “signature,” and words of like import in this Fifth Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Fifth Supplemental Indenture may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Fifth Supplemental Indenture are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first written above.
| | NATWEST GROUP PLC, as the Company |
| | |
| | By: | /s/ Donal Quaid |
| | | Name: Donal Quaid |
| | | Title: Treasurer |
| | THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee |
| | |
| | By: | /s/ Tom Vanson |
| | | Name: Tom Vanson |
| | | Title: Authorised Signatory |
[Signature Page to Fifth Supplemental Indenture]
