RBS.L Regulatory News (RBS)

10 March 2020

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 long term incentive (LTI) or deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214), have been granted on 9 March 2020 under the RBS 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-

The market price per Share used on the grant of the above awards was £1.701. The above transactions took place outside of a trading venue.

LTI 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, LTI awards will be eligible to vest between the years 2023 and 2027. Deferred awards will be eligible to vest between the years 2020 and 2027.

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, for relevant PDMRs, if events are under investigation at the end of the seven year period. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.

2. The Company announces that conditional LTI and deferred awards, including buy-outs, over Shares vested on 9 March 2020 to the PDMRs set out below. The awards were granted under the Plan between March 2015 and March 2019. 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 market price used to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue.

Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months. For Mr Fletcher's awards, 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.

3. The Company announces that Shares were delivered to PDMRs on 9 March 2020, as set out below. The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2020 and have been calculated using a share price of £1.701.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-

The market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.

4. The Company announces that the PDMR set out below has purchased Shares on the date and at the price indicated:-

The transaction took place on the London Stock Exchange (XLON).

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