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Ring-fencing Legal Entity Transfers

Further to the announcements of 30 September 2016 relating to its future ring-fenced legal entity structure, The Royal Bank of Scotland Group plc (RBS) is today providing further details of the intra-group legal entity transfers which took place on 1 January 2017.

03 Jan 2017

These transfers, described and illustrated in the group corporate structure chart at the link below, are the first of a number of planned moves and form part of RBS’s ongoing restructuring plans to ensure it complies with the legal and regulatory requirements to ring-fence its retail and small and medium-sized enterprises banking services from its investment banking operations by 1 January 2019.

RBS’s ring-fencing planning remains subject to regulatory, Board and other approvals as well as employee information and consultation procedures.

NatWest Holdings Limited

In line with its announcement of 30 September 2016, on 1 January 2017, The Royal Bank of Scotland Group plc introduced an intermediate holding company named NatWest Holdings Limited (NatWest Holdings), as a direct subsidiary of The Royal Bank of Scotland plc (Royal Bank). However, this is an interim structure as NatWest Holdings is expected to become a direct subsidiary of The Royal Bank of Scotland Group plc in mid-2018.

On 1 January 2017, National Westminster Bank Plc (NatWest) and Adam & Company Group PLC transferred from the Royal Bank and Ulster Bank (Ireland) Holdings Unlimited Company transferred from Ulster Bank Limited, to become direct subsidiaries of NatWest Holdings.

RBS International

The RBS International business will sit outside RBS’ ring-fenced sub-group of companies. RBS has taken an important step to implementing this new structure by transferring The Royal Bank of Scotland International (Holdings) Limited (RBSI Holdings) from RBSG International Holdings Limited and National Westminster International Holdings BV to become a direct subsidiary of The Royal Bank of Scotland Group plc on 1 January 2017.

RBS International’s operating companies will remain as subsidiaries of RBSI Holdings.

Additional Intra-Group Transfers

In support of its previously communicated strategy of including permitted business within the ring-fenced sub-group of companies, RBS has also transferred its Lombard and RBS Invoice Finance businesses into the future ring-fenced sub-group structure. Lombard North Central PLC and RBS Invoice Finance (Holdings) Limited transferred from Royal Bank to NatWest on 1 January 2017.

Finally, RBS has completed a number of other intra-group legal entity transfers, all supporting our target legal entity structure. Specifically, the following companies transferred to NatWest on 1 January 2017: The Royal Bank of Scotland Group Independent Financial Services Limited and RBSG Collective Investments Holdings Limited from The Royal Bank of Scotland Group plc and KUC Properties Limited from KUC Holdings Limited. NatWest Bank Nominees (Jersey) Limited also transferred to The Royal Bank of Scotland International (Holdings) Limited from NatWest.

The Royal Bank of Scotland Group plc will continue to be the primary issuing entity for funding and capital raising activities. RBS continues to work through its ring-fencing plans and any implications for debt issued by RBS’s entities will be announced in due course.

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