Ring-fencing Legal Entity Transfers

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.

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.

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.