The Royal Bank of Scotland Group plc

16 June 2017

Capital reorganisation - notice of completion

The Royal Bank of Scotland Group plc ("the Company") announces that the cancellation of its share premium account and capital redemption reserve ("the Reduction") is now effective following the confirmation of the Reduction by the Court of Session, Edinburgh and the registration of the court order with the Registrar of Companies in Scotland on 15 June 2017. This follows approval of the Reduction by special resolution of the Company passed its annual general meeting on 11 May 2017 ("the AGM").

At the date of the AGM, the combined balance of the share premium account and capital redemption reserve was GBP30.3 billion. As a result of the Reduction, the Company's retained earnings have been increased by an equal amount. As at 31 March 2017, the Company's retained earnings were GBP7.9bn.

The Company will report on 4 August 2017 its interim results for the half year ending 30 June 2017.  Those results will reflect the increase in retained earnings resulting from the Reduction.

For further information, please contact:

RBS Investor Relations
Matthew Richardson
Head of Fixed Income Investor Relations
Tel: +44 (0) 20 7678 1800

This announcement contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including those related to RBS and its subsidiaries' regulatory capital position and requirements, financial position, future pension funding requirements, on-going litigation and regulatory investigations, profitability, impairment losses and credit exposures under certain specified scenarios. In addition, forward-looking statements may include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "believes", "risk", "estimates" and words of similar import. These statements concern or may affect future matters, such as RBS's future economic results, business plans and current strategies. Forward-looking statements are subject to a number of risks and uncertainties that might cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute to differences in current expectations include, but are not limited to, legislative, fiscal and regulatory developments, accounting standards, competitive conditions, technological developments, exchange rate fluctuations and general economic conditions. These and other factors, risks and uncertainties that may impact any forward-looking statement or RBS's actual results are discussed in RBS's UK Annual Report and Accounts and materials filed with, or furnished to, the US Securities and Exchange Commission, including, but not limited to, RBS's Reports on Form 6-K and most recent Annual Report on Form 20-F. The forward-looking statements contained in this announcement speak only as of the date of this announcement and RBS does not assume or undertake any obligation or responsibility to update any of the forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. ENDS

LEI: 2138005O9XJIJN4JPN90