Royal Bank Of Scotland Regulatory News (RBS)

The Royal Bank of Scotland Group plc

6 June 2012

Sub-Division and Consolidation of Ordinary Shares

Cancellation of Deferred Shares of £0.15

In accordance with LR 9.6.4, The Royal Bank of Scotland Group plc ("the Group") announces that following approval at the Annual General Meeting held on 30 May 2012 the Group's 59,554,319,127 Ordinary Shares of 25p each, in issue at the record date of 1 June 2012, have been sub-divided and consolidated into 5,955,431,912 Ordinary Shares of £1 each.

In connection with the consolidation, the Group intends to effect a change to the American depositary share ("ADS") ratio for its American depositary receipt programme from one ADS representing twenty Ordinary Shares to one ADS representing two Ordinary Shares of £1 each

A separate announcement will made in accordance with DTR 5.6.1A detailing voting rights.

The Group has cancelled all of the 59,554,319,127 Deferred Shares of £0.15 each created by virtue of the sub-division for nil consideration in accordance with their terms. Such cancellation became effective as of the date of this announcement.

Contact

Jason Knauf

Head of Group Media Centre

0131 523 4414