TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESⁱ

1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii

The Royal Bank of Scotland Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

Yes

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the
notification obligation: iii

The Commissioners of Her Majesty's Treasury

4. Full name of shareholder(s) 
 (if different from 3.):iv

The Solicitor for the affairs of Her Majesty's Treasury

5. Date of the transaction and date on
which the threshold is crossed or
reached: v

22 December 2009

6. Date on which issuer notified:

24 December 2009

7. Threshold(s) that is/are crossed or
reached: vi, vii

84%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB0007547838

39,644,835,194

39,644,835,194

39,644,835,194

39,644,835,194

70.33%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date xiii

Exercise/ 
Conversion Period xiv

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date xvii

Exercise/
Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Series 1 class B shares

£0.50 (subject to adjustment)

-

Any time

Up to 51,000,000,000 (depending on extent of conversion into ordinary shares)

Nominal

Delta

Up to 47.49% (on a diluted basis - see section 13 below)

Total (A+B+C)

Number of voting rights

Percentage of voting rights

90,644,835,194

Up to 84.92% (on a diluted basis - see section 13 below)

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi

UK Financial Investments Limited, a company wholly-owned by Her Majesty's Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain management arrangements agreed with Her Majesty's Treasury)

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease
to hold:

12. Date on which proxy holder will cease to hold
voting rights:

13. Additional information:

The conversion of the non-voting series 1 class B shares into ordinary shares will be effected by the issue by The Royal Bank of Scotland Group plc of new ordinary shares. The total percentage of voting rights is therefore shown in this form on a diluted basis.

The Solicitor for the affairs of Her Majesty's Treasury is acting as nominee for Her Majesty's Treasury

14. Contact name:

Mridul Hegde

15. Contact telephone number:

+44 (0)20 7270 4750