Allotment and Issue of New Ordinary Shares

17 December 2015 

Allotment and Issue of New Ordinary Shares 

The Royal Bank of Scotland Group plc (the "Company") announces the allotment and issue of 47,477,098 new ordinary shares (the "New Ordinary Shares") of the Company at a subscription price of 315.9418 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 Company's Interim 2015 results on 30 July 2015.

The shares being issued are for the purposes of partly neutralising the impact of 2015 coupon payments on discretionary hybrid capital from a Core Tier 1 capital perspective, as explained in the Company's Full Year 2014 results. This share issuance plan for the year is now complete.

Based on this subscription price, the gross proceeds of the issue are £150 million. The New Ordinary Shares being issued represent an increase of approximately 0.4% per cent in the Company's current 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 New Ordinary 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 and (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. It is expected that Admission will take place at 8.00 a.m. on 23 December 2015.

For Further Information Contact:

RBS Investor Relations

Matthew Richardson

Head of Fixed Income Investor Relations

+44 20 7678 1800

RBS Media Relations

+44 131 523 4205