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2008 Rights Issue Prospectus

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2008 Rights Issue Prospectus THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Ordinary Shares (other than ex-rights) in certificated form before 15 May 2008 (the ‘‘Ex-Rights Date’’) please send this document, together with any Provisional Allotment Letter, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the United States and the Excluded Territories. If you sell or have sold or otherwise transferred all or some of your Existing Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK and Euroclear Nederland which, on settlement, will transfer the appropriate number of Nil Paid Rights or Euroclear Subscription Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part III of this document and in the Provisional Allotment Letter. This document, which comprises (i) a circular prepared in compliance with Listing Rules 13.4.3(3)-(5) of the UK Listing Authority made under Section 73A of the Financial Services and Markets Act 2000, (ii) a circular prepared for the purposes of the General Meeting convened pursuant to the Letter to Shareholders and (iii) a prospectus relating to the Rights Issue prepared in accordance with the Prospectus Rules of the UK Listing Authority made under Section 73A of the Financial Services and Markets Act 2000, has been approved by the Financial Services Authority (the ‘‘FSA’’) in accordance with Section 85 of the Financial Services and Markets Act 2000 and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The Company has requested the FSA provides a certificate of approval and a copy of this document to the relevant competent authority in the Netherlands, France, Germany, Ireland and Spain. Merrill Lynch International has acted as sponsor in relation to the circular and prospectus referred to in clauses (i) and (iii) above. Goldman Sachs International has acted as sponsor in relation to the prospectus referred to in clause (iii) above. The Ordinary Shares are listed and traded on the London Stock Exchange’s main market for listed securities and listed and traded on Euronext Amsterdam by NYSE Euronext (‘‘Euronext Amsterdam’’), the regulated market of Euronext Amsterdam N.V. (‘‘Euronext’’). Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Shares to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8.00 a.m. (London time) on 15 May 2008. It is expected that dealings in the Euroclear Subscription Rights on Euronext Amsterdam will commence at 9.00 a.m. (CET) on 15 May 2008, and that admission to listing of the New Shares, fully paid, on Euronext Amsterdam will become effective and dealings will commence at 9.00 a.m. (CET) on 9 June 2008. 29APR200818121267 The Royal Bank of Scotland Group plc (incorporated under the Companies Acts 1948 to 1967 and registered with Registered No. SC45551) Proposed 11 for 18 Rights Issue of 6,123,010,462 New Shares at 200 pence per share Goldman Sachs Merrill Lynch The Royal Bank of International International Scotland plc Joint Financial Adviser, Joint Sponsor Joint Financial Adviser, Joint Sponsor Joint Bookrunner and Joint Bookrunner and Joint Bookrunner UBS Investment Bank Co-Bookrunner The whole of this document should be read. Shareholders and any other persons contemplating a purchase of Nil Paid Rights, Fully Paid Rights, Euroclear Subscription Rights or New Shares should review the risk factors set out on pages 11 to 16 of this document for a discussion of certain factors that should be considered when deciding on what action to take in relation to the Rights Issue or deciding whether or not to purchase Nil Paid Rights, Euroclear Subscription Rights, Fully Paid Rights or New Shares. The Nil Paid Rights, the Euroclear Subscription Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for RBS and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than RBS for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc by the Financial Services and Markets Act 2000, each of Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with RBS, the Nil Paid Rights, the Euroclear Subscription Rights, the Fully Paid Rights or the New Shares or the Rights Issue. Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. Subject to the passing of Resolution 1, it is expected that Qualifying Non-CREST Shareholders will be sent a Provisional Allotment Letter on 14 May 2008, and that Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 15 May 2008. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear UK as soon as practicable after Admission. Qualifying Euroclear Shareholders are expected to receive a credit to their appropriate securities accounts with Admitted Institutions in respect of the Euroclear Subscription Rights to which they are entitled on 15 May 2008. The Euroclear Subscription Rights so credited are expected to be enabled for settlement by Euroclear Nederland as soon as practicable after the start of trading of the Euroclear Subscription Rights on Euronext Amsterdam. The Underwriters may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Underwriters do not propose to make any public disclosure in relation to such transactions. The latest time and date for acceptance and payment in full for the New Shares by holders of the Nil Paid Rights is expected to be 11.00 a.m. on 6 June 2008. The latest time and date for subscription for the New Shares by holders of Euroclear Subscription Rights is expected to be 3.00 p.m. (CET) on 3 June 2008. The latest time and date for delivery of Euroclear Subscription Rights and payment in full for the New Shares by holders of Euroclear Subscription Rights is 10.00 a.m. (CET) on 6 June 2008. The Euroclear Subscription Rights are expected to trade on Euronext Amsterdam until 1.00 p.m. (CET) on 3 June 2008. The procedures for delivery of the Nil Paid Rights, acceptance and payment are set out in Part III of this document and, for Qualifying Non-CREST Shareholders only, also in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to paragraph 2.2 of Part III of this document and Qualifying Euroclear Shareholders should refer to paragraph 2.3 of Part III of this document.
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