RBS.L Regulatory News (RBS)

11 March 2019

The Royal Bank of Scotland Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014

1. The Royal Bank of Scotland Group plc (the Company) announces that conditional deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) vested on 7 March 2019 to the PDMRs set out below. The conditional deferred awards were granted under the RBS 2014 Employee Share Plan (the Plan) between March 2016 and March 2018. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

The above transactions took place outside of a trading venue. The market price used to meet associated tax liabilities was £2.605. Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months.

2. The Company announces that conditional deferred awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below:-

The above transactions took place outside of a trading venue. The market price per Share used on the grant of the above awards was £2.637. Awards will be eligible to vest between years 2019 and 2026. Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period, for relevant PDMRs. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.

3. The Company announces that conditional long term incentive awards over Shares vested on 7 March 2019 to the PDMRs set out below. The conditional long term incentive awards were granted under the Plan in March 2015 (or as otherwise stated). The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

With the exception of Mr Fletcher's awards:

· the above transactions took place outside of a trading venue;

· the market price used to meet associated tax liabilities was £2.605; and

· Shares retained after payment of associated tax liabilities are subject to a six month retention period from vesting.

For Mr Fletcher's awards:

· the vesting took place on the London Stock Exchange (XLON);

· a market price of £2.620 was used to meet associated tax liabilities; and

· vested Shares, after payment of associated tax liabilities, will be subject to retention periods of between six and thirty months, in line with the original terms of his forfeited HSBC awards.

4. The Company announces that conditional long term incentive awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below. The awards were subject to a pre-grant performance assessment and a further performance assessment will take place at the end of three years. Subject to this pre-vest assessment, awards will be eligible to vest between years 2022 and 2026. Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period.

The above transactions took place outside of a trading venue. The market price per Share used on the grant of the above awards was £2.637. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:-

RBSG Investor RelationsAlexander HolcroftHead of Investor Relations+44(0)20 7672 1758

RBSG Media Relations

+44(0)131 523 4205