Royal Bank of Scotland : Allotment and Issue of New Ordinary Shares

25 November 2014

Allotment and Issue of New Ordinary Shares

The Royal Bank of Scotland Group plc (the "Company") announces the allotment and issue of  16,780,362 new ordinary shares (the "New Ordinary Shares") of the Company at a subscription price of 381.3982 pence per New Ordinary Share. The shares have been sold in the market. The subscription price was determined by reference to the average market price during a period since the announcement of the Company's third quarter 2014 results on 31 October 2014. The shares being issued are for the purposes of partly neutralising the impact of 2014 coupon payments on discretionary hybrid capital from a Core Tier 1 capital perspective, as explained in the Company's first quarter 2014 results. This share issuance plan for the year is now complete.

Based on this subscription price, the gross proceeds of the issue are GBP 64 million. The New Ordinary Shares being issued represent an increase of approximately 0.3 per cent in the number of the Company's issued ordinary shares.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of the Company.

Applications will be made for admission of the Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading (together "Admission") on: (i) the main market of the London Stock Exchange; (ii) the New York Stock Exchange ("the NYSE"), American Depositary Shares ("ADS") will also be listed with the NYSE in addition to the New Ordinary Shares underlying the ADSs; and (iii) Euronext Amsterdam. It is expected that Admission will take place at 8.00 a.m. on 1 December 2014.

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