The Royal Bank of Scotland Group plc

Total Voting Rights and Capital changes - Conformity with the Disclosure and Transparency Rules

In conformity with the Disclosure and Transparency Rules, The Royal Bank of Scotland Group plc ('RBSG') hereby notifies the following (i) in respect of its issued share capital with voting rights and (ii) relating to changes in respect of certain classes of its issued shares as at 30 September 2015:-

of which none are held in Treasury.

There are also 51,000,000,000 Series 1 class B shares of £0.01 in issue which carry no voting rights.

On 1 September 2015 the following Series of Non-cumulative Preference Shares of $0.01 each, represented by American Depositary Shares, were redeemed in full.

23,125,869 Series M Non-cumulative Preference Shares

22,113,160 Series N Non-cumulative Preference Shares

  9,883,307 Series P Non-cumulative Preference Shares

20,646,938 Series Q Non-cumulative Preference Shares

None of the Series of Preference Shares carried voting rights at the time of their redemption.

Shareholders may use the above figures for their calculations to determine whether they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.