RBS.L Regulatory News (RBS)

THE ROYAL BANK OF SCOTLAND GROUP PLC

RECEIPT OF A CONVERSION NOTICE WITH RESPECT TO 51,000,000,000 B SHARES AND APPLICATION FOR LISTING

9 October 2015

Receipt of Conversion Notice

In accordance with the UKLA Listing Rule 9.6.4, The Royal Bank of Scotland Group plc ("RBSG") hereby announces that on 8 October 2015 it received a valid notice from The Solicitor for the Affairs of Her Majesty's Treasury ("HMT") to convert 51,000,000,000 Series 1 B Shares of 1p each into 5,100,000,000 new RBSG ordinary shares of £1 each ("Ordinary Shares"). Pursuant to RBSG's Articles of association and existing shareholder authorisations, the Board will authorise £4,590,000,000 standing to the credit of the company's capital redemption reserve to be credited to the issued share capital account such that the new Ordinary Shares will be fully paid up and rank pari passu with Ordinary Shares in issue on 9 October 2015. Following this conversion of the B Shares, HMT will hold 72.88 per cent. of the issued Ordinary Share capital of RBSG.

The conversion of these B shares will have no impact on RBSG's retained earnings.

The Dividend Access Share owned by HMT remains outstanding.

Application for Listing

RBSG confirms that an application will be made to the Financial Conduct Authority and the London Stock Exchange plc for 5,100,000,000 Ordinary Shares to be admitted to the Official List.

These Ordinary Shares:

· will, when issued, rank pari passu with the existing Ordinary Shares of RBSG in issue on 9 October 2015; and

· are expected to be admitted to the Official List, and to trading on the London Stock Exchange plc, on or after 14 October 2015.

For further information please contact:

Richard O'Connor Matthew Richardson

Head of Investor Relations RBS Head of Debt Investor Relations

Tel: +44 (0)207 672 1758 Tel: +44 (0)207 678 1800

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