Obligation NatWestCorp PLC 3.073% ( US780097BP50 ) en USD

NatWestCorp PLC

100 % ▲

Royaume-Uni

US780097BP50 ( en USD )

3.073% par an ( paiement semestriel )

21/05/2028

Prospectus brochure de l'obligation NatWest Group PLC US780097BP50 en USD 3.073%, échéance 21/05/2028

200 000 USD

1 000 000 000 USD

780097BP5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

22/11/2025 ( Dans 135 jours )

NatWest Group PLC est une banque britannique offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant les services de banque de détail, de gestion de patrimoine, de banque d'investissement et de marchés de capitaux.

L'Obligation émise par NatWestCorp PLC ( Royaume-Uni ) , en USD, avec le code ISIN US780097BP50, paye un coupon de 3.073% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2028

L'Obligation émise par NatWestCorp PLC ( Royaume-Uni ) , en USD, avec le code ISIN US780097BP50, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par NatWestCorp PLC ( Royaume-Uni ) , en USD, avec le code ISIN US780097BP50, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 dp128547_424b5.htm FORM 424B5

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)
$1,000,000,000 3.073% Senior Callable Fixed-to-Fixed
$1,000,000,000
$129,800
Reset Rate Notes due 2028
$600,000,000 2.359% Senior Callable Fixed-to-Fixed
$600,000,000
$77,880
Reset Rate Green Notes due 2024
Total
$1,600,000,000
$207,680
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-222022

PROSPECTUS SUPPLEMENT
(to prospectus dated December 13, 2017)

The Royal Bank of Scotland Group plc

$1,000,000,000 3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028
$600,000,000 2.359% Senior Callable Fixed-to-Fixed Reset Rate Green Notes due 2024

The $1,000,000,000 3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028 (the "2028 Notes") will bear interest from (and
including) the date of issuance to (but excluding) May 22, 2027 (the "2028 Reset Date"), at a rate of 3.073% per annum, and from (and including)
the 2028 Reset Date to (but excluding) maturity, at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined
by the Calculation Agent (as defined herein) on the 2028 Reset Determination Date (as defined herein), plus 2.550%. Interest on the 2028 Notes
will be paid semi-annually in arrear on May 22 and November 22 of each year, beginning on November 22, 2020, to (and including) maturity. The
2028 Notes will mature on May 22, 2028.

The $600,000,000 2.359% Senior Callable Fixed-to-Fixed Reset Rate Green Notes due 2024 (the "Green Notes", and, together with the 2028
Notes, the "Senior Notes) will bear interest from (and including) the date of issuance to (but excluding) May 22, 2023 (the "Green Notes Reset
Date"), at a rate of 2.359% per annum, and from (and including) the Green Notes Reset Date to (but excluding) maturity, at a rate per annum equal
to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent (as defined herein) on the Green Notes Reset
Determination Date (as defined herein), plus 2.150%. Interest on the Green Notes will be paid semi-annually in arrear on May 22 and November
22 of each year, beginning on November 22, 2020, to (and including) maturity. The Green Notes will mature on May 22, 2024.

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations, ranking pari passu without any
preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such
obligations as are preferred by operation of law.

We may redeem the 2028 Notes at our sole discretion, in whole but not in part, on the 2028 Notes Optional Redemption Date (as defined
herein) and we may redeem the Green Notes at our sole discretion, in whole but not in part, on the Green Notes Optional Redemption Date (as
defined herein), at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In
addition, we may redeem the Senior Notes, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid
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interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in this prospectus supplement
and the accompanying prospectus. Any redemption or repurchase of the Senior Notes is subject to the provisions described under "Description of
the Senior Notes--Conditions to Redemption and Repurchase".

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior
Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound
by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation
of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG (as defined herein) or
another person and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due
on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK
bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant
UK authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the
rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to,
the exercise of any UK bail-in power by the relevant UK authority.

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes, to the extent permitted by the
Trust Indenture Act of 1939 as amended (the "Trust Indenture Act"), waives any and all claims against the Trustee for, agrees not to
initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to
the Senior Notes.

We intend to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-8 and as incorporated by reference herein.

By its acquisition of Senior Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the exercise of any
UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with respect
to the Senior Notes and (ii) authorised, directed and requested The Depository Trust Company ("DTC") and any direct participant in DTC or other
intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-
in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"), we have determined, and hereby notify all relevant persons
(as defined in Section 309A of the SFA) that the Senior Notes are "prescribed capital markets products" (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04- N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Price to Public
Underwriting Discount
Proceeds, before expenses, to us
Per 2028 Note
100.000%
0.300%
99.700%
Total for 2028 Notes
$1,000,000,000
$ 3,000,000
$ 997,000,000
Per Green Note
100.000%
0.200%
99.800%
Total for Green Notes
$600,000,000
$ 1,200,000
$ 598,800,000
Total
$ 1,600,000,000
$ 4,200,000
$ 1,595,800,000

The initial price to the public set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from May 22,
2020 and must be paid by the purchaser if the Senior Notes are delivered thereafter.

The Senior Notes will be issued in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. We
expect that the Senior Notes will be ready for delivery through the book-entry facilities of DTC and its participants on or about May 22, 2020.

Joint Bookrunners and Joint Lead Managers
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BofA Securities
Credit Suisse
Morgan Stanley
NatWest Markets
TD Securities

Prospectus Supplement dated May 19, 2020

TABLE OF CONTENTS

Page

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF INFORMATION BY REFERENCE
S-ii
FORWARD-LOOKING STATEMENTS
S-iv
IMPORTANT INFORMATION
S-iv
SUMMARY
S-1
RISK FACTORS
S-8
RECENT DEVELOPMENTS
S-19
USE OF PROCEEDS
S-20
CAPITALIZATION OF THE GROUP
S-22
DESCRIPTION OF THE SENIOR NOTES
S-23
UK AND U.S. FEDERAL TAX CONSEQUENCES
S-33
UNDERWRITING/CONFLICTS OF INTEREST
S-36
LEGAL OPINIONS
S-42
EXPERTS
S-43

Prospectus

ABOUT THIS PROSPECTUS
1
USE OF PROCEEDS
1
THE ROYAL BANK OF SCOTLAND GROUP PLC
1
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF DOLLAR PREFERENCE SHARES
10
DESCRIPTION OF DOLLAR PREFERENCE SHARE AMERICAN DEPOSITARY SHARES
18
DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES
23
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT CONVERTIBLE
29
SECURITIES
DESCRIPTION OF ORDINARY SHARES
35
DESCRIPTION OF ORDINARY SHARE AMERICAN DEPOSITARY SHARES
41
DESCRIPTION OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES
47
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
48
LEGAL OPINIONS
49
EXPERTS
49
ENFORCEMENT OF CIVIL LIABILITIES
50
WHERE YOU CAN FIND MORE INFORMATION
50
INCORPORATION OF DOCUMENTS BY REFERENCE
50
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
51
____________________________

We have not, and the Underwriters have not, authorised anyone to provide any information other than that contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by us or on our
behalf or to which we have referred you. We and the Underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not, and the Underwriters are not, making an offer to sell these
securities in any state or jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein is accurate only as of their
respective dates.

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

·
"we", "us", "our", "Issuer" and "RBSG" refer to The Royal Bank of Scotland Group plc, which is intended to be renamed NatWest
Group plc later in 2020;

·
"Group" refers to RBSG together with its subsidiaries consolidated in accordance with International Financial Reporting Standards;

·
"SEC" refers to the U.S. Securities and Exchange Commission;

·
"Indenture" refers to the Amended and Restated Indenture dated as of December 13, 2017 (the "Base Indenture") and as amended and
supplemented by one or several supplemental indentures to be dated as of , 2019 (the "Supplemental Indenture") governing the
Senior Notes.

·
"pound sterling", "pounds", "sterling", "pence", "£" and "p" refer to the currency of the United Kingdom;

·
"U.S. dollar", "dollars" and "$" refer to the currency of the United States; and

·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in
accordance with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, we file reports and other information with the SEC. The SEC's website, at http://www.sec.gov, and our website, at
http://www.rbs.com, contain reports and other information in electronic form that we have filed. Except for SEC filings incorporated by reference
in this prospectus supplement and the accompanying prospectus, none of the information on or that can be accessed through our website is part of
this prospectus supplement or the accompanying prospectus. You may also request a copy of any filings referred to below (other than exhibits not
specifically incorporated by reference) at no cost, by contacting us at RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland, telephone
+44 (0)131 626 0000.

The SEC allows us to incorporate by reference much of the information we file with them. This means:

·
documents incorporated by reference are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
information that we file with the SEC will automatically update and modify or supersede some of the information included or
incorporated by reference into this prospectus supplement.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or in any document previously incorporated by reference have been modified or superseded. The accompanying prospectus
lists documents that are incorporated by reference into this prospectus supplement. In addition to the documents listed in the accompanying
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prospectus, we incorporate by reference the following reports, except for any information contained on websites linked in such reports:

· our annual report on Form 20-F for the year ended December 31, 2019, filed with the SEC on February 27, 2020 (File No. 001-10306)
(the "2019 Annual Report"); and

· our interim report on Form 6-K containing our unaudited condensed consolidated financial statements for the three months ended as at
March 31, 2020, together with certain other information, filed with the SEC on May 1, 2020 (File No. 001-10306) (the "Q1 2020 Interim
Report").

S-ii

We also incorporate by reference into this prospectus supplement and accompanying prospectus any future documents we may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this
prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions
thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it (or such portions) is
incorporated by reference in this prospectus supplement.

S-iii

FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions or beliefs
about future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of
1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results
will not differ materially from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk Factors"
in this prospectus supplement, in our 2019 Annual Report and Q1 2020 Interim Report which are incorporated by reference herein, "Cautionary
Statement on Forward-Looking Statements" in the accompanying prospectus and "Forward-Looking Statements" in our 2019 Annual Report and
Q1 2020 Interim Report which are incorporated by reference herein.

Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made.
Except as required by the UK Financial Conduct Authority (the "FCA"), any applicable stock exchange or any applicable law, we expressly
disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this prospectus
supplement or the documents incorporated by reference herein to reflect any changes in expectations with regard thereto or any new information or
any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional
disclosures that we have made or may make in documents we have filed or may file with the SEC.

IMPORTANT INFORMATION

MiFID II product governance / Professional investors and ECPs only target market  Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the
Senior Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Senior Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of sales to EEA/UK retail investors The Senior Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in
the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
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Senior Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Senior Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Each person in a Member State of the EEA or in the UK who receives any communication in respect of, or who acquires any Senior Notes
under, the offers to the public contemplated in this prospectus supplement, or to whom the Senior Notes are otherwise made available, will be
deemed to have represented, warranted, acknowledged and agreed to and with each Underwriter and the Issuer that it and any person on whose
behalf it acquires Senior Notes is not a "retail investor" as defined above.

European Economic Area This prospectus supplement has been prepared on the basis that any offer of the Senior Notes in any Member
State of the EEA or in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of the Senior Notes. The expression Prospectus Regulation means Regulation (EU) 2017/1129 (as amended or superseded).

S-iv

References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

S-v

SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder
of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein and therein. You should base
your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein, as a whole. Words and expressions defined in "Description of the Senior Notes" below shall have the same
meanings in this summary.

General

Issuer
The Royal Bank of Scotland Group plc, which is intended to be renamed NatWest Group plc later in 2020.

Senior Notes
$1,000,000,000 aggregate principal amount of 3.073% Senior Callable Fixed-to-Fixed Reset Rate Notes due
2028 (the "2028 Notes").

$600,000,000 aggregate principal amount of 2.359% Senior Callable Fixed-to Fixed Reset Rate Green
Notes due 2024 (the "Green Notes", and together with the 2028 Notes, the "Senior Notes").

Issue Date
May 22, 2020.

Maturity
We will repay the 2028 Notes at 100% of their principal amount together with any accrued and unpaid
interest on May 22, 2028.

We will repay the Green Notes at 100% of their principal amount together with any accrued and unpaid
interest on May 22, 2024.

Interest Rate
From (and including) the Issue Date to (but excluding) May 22, 2027 (the "2028 Reset Date"), interest on
the 2028 Notes will be payable at a rate of 3.073% per annum.

From (and including) the 2028 Reset Date to (but excluding) maturity (the "2028 Reset Period"), interest on
the 2028 Notes will be payable at a rate per annum equal to the applicable U.S. Treasury Rate (as defined
herein) as determined by the Calculation Agent (as defined herein) on the 2028 Reset Determination Date (as
defined herein), plus 2.550%.
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From (and including) the Issue Date to (but excluding) May 22, 2023 (the "Green Notes Reset Date"),
interest on the Green Notes will be payable at a rate of 2.359% per annum.

From (and including) the Green Notes Reset Date to (but excluding) maturity (the "Green Notes Reset
Period"), interest on the Green Notes will be payable at a rate per annum equal to the applicable U.S.
Treasury Rate (as defined herein) as determined by the Calculation Agent (as defined herein) on the Green
Notes Reset Determination Date (as defined herein), plus 2.150%.

Interest Payment Dates
Interest on the Senior Notes will be payable semi-annually in arrear on May 22 and November 22 of each
year, beginning on November 22, 2020 ("Interest Payment Date").

2028 Notes Reset Date
May 22, 2027

S-1

Green Notes Reset Date
May 22, 2023

2028 Notes Reset Determination The second business day immediately preceding the 2028 Reset Date (the "2028 Reset Determination
Date
Date").

Green Notes Reset Determination The second business day immediately preceding the Green Notes Reset Date (the "Green Notes Reset
Date
Determination Date").

"business day" means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorised or required by law or regulation to close in the City of New York
or in the City of London.

U.S. Treasury Rate
"U.S. Treasury Rate" means, with respect to the 2028 Notes Reset Date or the Green Notes Reset Date, as
applicable, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury
securities adjusted to constant maturity, for one-year maturities, for the five business days immediately
prior to the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as
applicable, and appearing under the caption "Treasury constant maturities" at 5:00 p.m. (New York City
time) on the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as
applicable, in the applicable most recently published statistical release designated "H.15 Daily Update", or
any successor publication that is published by the Board of Governors of the Federal Reserve System that
establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the
caption "Treasury Constant Maturities", for the maturity of one year; or (2) if such release (or any successor
release) is not published during the week immediately prior to the 2028 Notes Reset Determination Date or
the Green Notes Reset Determination Date, as applicable, or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for the 2028 Notes Reset Date or the Green Notes Reset Date, as applicable.

The U.S. Treasury Rate shall be determined by the Calculation Agent (as defined below).

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above,
"U.S. Treasury Rate" means the rate in percentage per annum as notified by the Calculation Agent to the
Issuer equal to the yield on U.S. Treasury securities having a maturity of one year as set forth in the most
recently published statistical release designated "H.15 Daily Update" under the caption "Treasury constant
maturities" (or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption "Treasury constant maturities" for the maturity of one year) at 5:00 p.m. (New
York City time) on the 2028 Notes Reset Determination Date or the Green Notes Reset Determination Date,
as applicable, on which such rate was set forth in such release (or any successor release).
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"Comparable Treasury Issue" means, with respect to the 2028 Notes Reset Period or the Green Notes Reset
Period, as applicable, the U.S. Treasury security or securities selected by the Issuer with a maturity date on
or about the last day of the 2028 Notes Reset Period or the Green Notes Reset Period, as applicable, and that
would be utilised, at

S-2

the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities denominated in U.S. dollars and having a maturity of one year.

"Comparable Treasury Price" means, with respect to the 2028 Notes Reset Date or the Green Notes Reset
Date, respectively, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the 2028
Notes Reset Date or the Green Notes Reset Date, as applicable (calculated on the 2028 Notes Reset
Determination Date or the Green Notes Reset Determination Date, as applicable, preceding the 2028 Notes
Reset Date or the Green Notes Reset Date, as applicable), after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations
are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury
Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the
Calculation Agent by a Reference Treasury Dealer.

"Reference Treasury Dealer" means each of up to five banks selected by the Issuer (following, where
practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate
bond issues denominated in U.S. dollars.

"Reference Treasury Dealer Quotations" means with respect to each Reference Treasury Dealer and the
2028 Notes Reset Date and the Green Notes Reset Date, respectively, the arithmetic average, as determined
by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the
2028 Notes Reset Determination Date or the Green Notes Reset Determination Date, as applicable.

Regular Record Dates
The regular record dates for each series of Senior Notes will be the 15th day of each May and November of
each year, whether or not a business day, immediately preceding the relevant Interest Payment Date.

Noteholder's Waiver of Right to By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to
Set-Off
have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of
accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of
any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might
otherwise have against us, whether before or during our winding-up, liquidation or
administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee
acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on
behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in
the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant
insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as
payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such
discharge shall be deemed not to have taken place.

Ranking
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu without any preference among themselves, and equally with all our other outstanding

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unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by
operation of law.

Events of Default and Defaults;
Events of Default
Limitation of Remedies

An "Event of Default" with respect to each series of Senior Notes shall only result if:

· a court of competent jurisdiction makes an order for our winding up which is not successfully
appealed within 30 days; or

· an effective shareholders' resolution is validly adopted for our winding up,

in each case other than under or in connection with a scheme of amalgamation or reconstruction not
involving a bankruptcy or insolvency.

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to a series
of Senior Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate
principal amount of the outstanding Senior Notes may declare the principal amount of, and any accrued but
unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the
Indenture. There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate
amounts to be paid in respect of the Senior Notes.

Defaults

A "Default" with respect to each series of the Senior Notes shall result if:

· any installment of interest in respect of such Senior Notes is not paid on or before the relevant
Interest Payment Date and such failure continues for 14 days; or

· all or any part of the principal amount of such Senior Notes is not paid when it otherwise becomes
due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

If a Default occurs and is continuing, with respect of a series of Senior Notes, the Trustee may commence a
proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding
such Senior Notes to be due and payable.

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder's
consent, to sue for any payments due but unpaid with respect to any Senior Notes.

The provisions described under "Description of Debt Securities--Events of Default and Defaults;
Limitation of Remedies" in the accompanying prospectus do not apply to the Senior Notes.

For further details, see "Description of the Senior Notes--Events of Default and Defaults; Limitation of
Remedies" and "Risk Factors--The

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Senior Notes contain very limited Defaults and Events of Default provisions, and the remedies available
thereunder are limited".

Agreement with Respect to the
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or
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Exercise of UK Bail-in Power
beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of
the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-
in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a
portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of
the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other
obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior
Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which UK bail-in power may
be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by
the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes
further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior
Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in
power by the relevant UK authority.

For these purposes, a "UK bail-in power" is any write-down, conversion, transfer, modification or
suspension power existing from time to time under any laws, regulations, rules or requirements relating to
the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in
the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the
Group, including but not limited to any such laws, regulations, rules or requirements which are
implemented, adopted or enacted within the context of a European Union directive or regulation of the
European Parliament and of the Council establishing a framework for the recovery and resolution of credit
institutions and investment firms (notwithstanding that the UK is no longer a member state of the European
Union) and/or within the context of a UK resolution regime under the Banking Act, pursuant to which any
obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates
can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or
obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which
any right in a contract governing such obligations may be deemed to have been exercised. A reference to the
"relevant UK authority" is to any authority with the ability to exercise a UK bail-in power.

Repayment of Principal and
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall
Payment of Interest After
become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at
Exercise of UK Bail-in Power
the time that such repayment or payment, respectively, is scheduled to become due, such repayment or
payment would be permitted to be made by us under the laws and regulations of the United Kingdom and
the European Union applicable to us and the Group.

Loss Absorption Disqualification Subject to the provisions described under "Description of the Senior Notes--Notice of Redemption" and
Event Redemption
"Description of the Senior Notes--

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Conditions to Redemption and Repurchase", we may redeem the Senior Notes at our sole discretion, in
whole but not in part, at any time, at 100% of their principal amount together with any accrued but unpaid
interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption
Disqualification Event (as defined in this prospectus supplement) has occurred and is continuing. See
"Description of the Senior Notes Loss--Absorption Disqualification Event Redemption" and "Risk Factors
--We may redeem the Senior Notes at our option in certain situations, including as a result of certain tax
law changes or the occurrence of a Loss Absorption Disqualification Event or on the Optional Redemption
Date."

Optional Redemption
Subject to the provisions described under "Description of the Senior Notes--Notice of Redemption" and
"Description of the Senior Notes--Conditions to Redemption and Repurchase ", we may redeem the 2028
Notes at our sole discretion, in whole but not in part, on May 22, 2027 (the "2028 Notes Optional
Redemption Date") and we may redeem the Green Notes at our sole discretion, in whole but not in part, on
May 22, 2023 (the "Green Notes Optional Redemption Date"), at 100% of their principal amount together
with any accrued but unpaid interest to, but excluding, the date of redemption. See "Risk Factors--We may
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Document Outline

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