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Royal Bank of Scotland - February 06th, 2019

Item 1: To allow the Company to make off-market purchases of its own share from HM Treasury

The Company seeks shareholder approval to make off-market purchases of its ordinary shares from The Commissioners of Her Majesty’s Treasury
µHM Treasury’.  Its controlling shareholder.  HM Treasury currently owns 62.33% of the share capital. The purpose of the proposed off-market purchase is to facilitate the return of the Company to private ownership, which has been identified as a a priority by the Company’s CEO and HM Treasury. Furthermore, the resolution of a long-standing legal dispute with US regulators has left the Company with £4bn of excess capital.  If this authority is exercised in full, HM Treasury’s shareholding in the Company’s ordinary shares may reduce from a 62.33% holding to a 57.34% holding, depending on whether the repurchased shares are cancelled by the Company.  HM Treasury is not permitted to vote on the resolution.

Royal Bank of Scotland Group PLC

Royal Bank of Scotland Group is a banking and financial services company. Co.'s activities are organized in franchise basis; Personal and Business Banking (PBB) comprising UK PBB and Ulster Bank RoI segment, which serve individuals and small businesses in the U.K. and the Republic of Ireland; Commercial & Private Banking comprising, Commercial Banking and Private Banking segment, which serve commercial, corporate and private banking in the U.K. and Western Europe; RBS International, which serves retail, commercial and financial institution in Jersey, Luxembourg and London; and NatWest Markets, which provides risk management and financing solutions through its trading and sales operations.


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