Change of Name Faqs

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Change of name FAQs

On 14 February 2020, The Royal Bank of Scotland Group plc (the Group) announced its intention to change the Group’s company name from ‘The Royal Bank of Scotland Group plc’ to ‘NatWest Group plc’. It’s anticipated that the name change will become effective later in 2020.

1. Why is the Group changing its name? Given the Group’s progress, the solid financial footing it is now on and the forward- looking customer focused strategy it is implementing, the Board considers this the right time for the Group name to reflect the brand under which the majority of its business is delivered: NatWest.

2. What will happen to the ordinary and/or preference shares I currently hold in the Group? The ordinary and/or preference shares you currently hold in the Group (‘RBS shares’) will continue to exist once the name is legally changed, but the RBS shares will become shares in NatWest Group plc. There will be no change to nominal value or structure of your shareholding as a result of the change of name.

3. What will happen to the share price? This is a legal name change. The share price is influenced by many factors and can go up as well as down.

4. Will I receive a new share certificate? If you hold your RBS shares in certificated form, you won’t receive a new share certificate in the new company name; your existing share certificate(s) will remain valid. Any share certificates issued following the legal change of name will be in the name of NatWest Group plc.

5. Will the shares continue to be listed on the London and New York Stock Exchanges? Yes, the Group’s ordinary shares will continue to be listed on both the London Stock Exchange and the New York Stock Exchange and the listing will be updated from ‘The

1 February 2020 Royal Bank of Scotland Group plc’ to NatWest Group plc, following the legal name change.

There will be no change to the American Depositary Receipt (ADR) ratio following the change of name.

6. Will I still receive dividends? On 14 February 2020, the Group announced its intention to pay, subject to shareholder approval, a final dividend of 3 pence per ordinary share and a special dividend of 5 pence per ordinary share on 4 May 2020 to those shareholders on the register on 27 March 2020. If you’re a shareholder on the register on 27 March you’ll receive this dividend from The Royal Bank of Scotland Group plc. Any future dividends declared following the legal change of name will be declared and paid by NatWest Group plc.

Any dividends declared in respect of the 5.5 per cent and the 11 per cent preference shares for the half year to 31 March 2020 will be received from The Royal Bank of Scotland Group plc. Any future dividends following the legal change of name will be declared and paid by NatWest Group plc.

7. Will the change of name affect the Annual General Meeting (AGM)? The AGM of The Royal Bank of Scotland Group plc will be held on 29 April 2020 at the Group’s HQ, Gogarburn, Edinburgh. Following the legal change of name later in 2020, any future general meetings will be held by NatWest Group plc.

8. Will future AGMs be held in London/England? There are no plans to move the AGM from Gogarburn. The Group will continue to be domiciled in Scotland following the legal change of name and the AGM will continue to be held at the Group’s offices there.

9. Where can I find further information? You can find further information about the change of name on www.rbs.com.

Questions 10 to 13 relate to employees and former employees

10. Will this affect any shares I’ve received from employee share plan awards or options? Any RBS shares you’ve received from employee share plan awards or options that have already vested will continue to exist once the name is legally changed and these shares will become NatWest Group plc shares. This includes any RBS shares you may hold in a nominee account such as the Computershare Nominee account or Retained Nominee account.

Any employee share plan awards you have which are ‘unvested’ will be satisfied, following the legal name change, in NatWest Group plc shares, and you’ll receive the same number of shares as you would have done if these were still called RBS shares.

11. Will this affect any ShareSave plans I am contributing to? If you currently contribute to any ShareSave plans, the shares you’ll receive if you exercise your option following the legal name change will be NatWest Group plc shares. You’ll receive the same number of shares as you would have done if these were still called RBS shares. Any RBS shares you already hold following exercise of a ShareSave option will become NatWest Group plc shares, following the legal name change.

12. Will this affect the RBS shares I purchase as part of the Buy As You Earn (BAYE) plan? If you participate in the BAYE employee share plan, the RBS shares that you’ve purchased under this plan will become NatWest Group plc shares following the legal name change. Any shares you acquire in future under the BAYE plan, following the legal name change, will be NatWest Group plc shares.

13. Who should I contact with queries about my share plans? Employees or former employees can contact Computershare on the RBS Share Plans helpline on +44 (0)370 702 0109.

Employees and former employees can also manage their account via Your Shares. Once logged in you can access a range of online services including; view your RBS shares and share plan balances and update your registered address.