Natwest Group PLC

AGM Information • May 31, 2018

The Royal Bank of Scotland Group plc - Result of Annual General Meeting

30 May 2018

Following the Annual General Meeting held today, The Royal Bank of Scotland Group plc announces the results of the poll vote for each resolution as follows. Resolutions 19, 20, 22, 23 and 25 were passed as special resolutions. The Board welcomes the overwhelming vote by shareholders on Resolution 27 to reject the resolution requisitioned to create a Shareholder Committee. We will continue to actively engage with our shareholders, stakeholders and representative bodies, to ensure that we are aware of their views.

	For	% of votes cast	Against	% of votes cast	Total votes cast as % of Voting Share Capital	Withheld *
Resolution 1	44,786,432,784	100	1,044,152	0.00	93.09	2,390,684
To receive the 2017 Report and Accounts
Resolution 2	44,384,841,256	99.18	366,523,976	0.82	93.01	38,493,640
To approve the Annual Report on Remuneration in the Directors' Remuneration Report
Resolution 3	44,547,535,196	99.46	240,277,316	0.54	93.09	2,070,148
To re-elect Howard Davies as a director
Resolution 4	44,771,777,452	99.96	16,201,900	0.04	93.09	1,882,892
To re-elect Ross McEwan as a director
Resolution 5	44,755,822,684	99.93	31,988,348	0.07	93.09	2,086,436
To re-elect Ewen Stevenson as a director
Resolution 6 To re-elect Frank	44,771,756,812	99.96	16,000,100	0.04	93.09	2,141,628

Dangeard as a director
Approval of Frank Dangeard's re-election by independent shareholders only	11,033,822,736	99.86	16,000,100	0.14	76.87	2,141,628
Resolution 7	44,762,830,512	99.94	24,927,540	0.06	93.09	2,133,240
To re-elect Alison Davis as a director
Approval of Alison Davis's re-election by independent shareholders only	11,024,896,436	99.77	24,927,540	0.23	76.87	2,133,240
Resolution 8	44,771,655,776	99.96	15,992,892	0.04	93.09	2,247,532
To re-elect Morten Friis as a director
Approval of Morten Friis' re-election by independent shareholders only	11,033,721,700	99.86	15,992,892	0.14	76.87	2,247,532
Resolution 9	44,674,280,076	99.75	113,398,688	0.25	93.09	2,197,884
To re-elect Robert Gillespie as a director
Approval of Robert Gillespie's re election by independent shareholders only	10,936,346,000	98.97	113,398,688	1.03	76.89	2,197,884
Resolution 10	WITHDRAWN
To elect Yasmin Jetha as a director
Resolution 11	44,691,319,856	99.78	96,390,076	0.22	93.09	2,191,768
To re-elect Brendan

Nelson as a director
Approval of Brendan Nelson's re election by independent shareholders only	10,953,385,780	99.13	96,390,076	0.87	76.87	2,191,768
Resolution 12	44,680,209,792	99.78	97,417,316	0.22	93.09	2,134,180
To re-elect Baroness Noakes as a director
Approval of Baroness Noakes' re election by independent shareholders only	10,952,275,716	99.12	97,417,316	0.88	76.87	2,134,180
Resolution 13	44,772,295,760	99.97	15,507,144	0.03	93.09	2,094,852
To re-elect Mike Rogers as a director
Approval of Mike Rogers' re-election by independent shareholders only	11,034,361,684	99.86	15,507,144	0.14	76.87	2,094,852
Resolution 14 To re-elect Mark	44,691,412,912	99.78	96,305,784	0.22	93.09	2,180,280
Seligman as a director
Approval of Mark Seligman's re election by independent shareholders only	10,953,478,836	99.13	96,305,784	0.87	76.87	2,180,280
Resolution 15	44,771,879,876	99.96	15,779,328	0.04	93.09	2,212,832
To elect Dr Lena Wilson as a director
	11,033,945,800	99.86	15,779,328	0.14	76.87	2,212,832

Approval of Lena Wilson's election by independent shareholders only
Resolution 16	44,783,248,144	99.99	4,771,488	0.01	93.09	1,858,492
To re-appoint Ernst & Young LLP as auditors
Resolution 17	44,784,770,504	99.99	3,413,280	0.01	93.09	1,701,096
To authorise the Group Audit Committee to fix the remuneration of the auditors
Resolution 18	44,514,429,036	99.39	273,358,328	0.61	93.09	2,105,824
To renew the directors' authority to allot shares
Resolution 19	44,736,828,324	99.89	50,713,992	0.11	93.09	2,353,432
To renew the directors' authority to allot equity securities on a non pre emptive basis in connection with an offer or issue of equity securities
Resolution 20	44,388,740,848	99.11	398,591,676	0.89	93.09	2,563,636
To grant the directors' additional authority to allot equity securities on a non pre emptive basis in connection with the purposes of financing a transaction

Resolution 21	44,613,094,340	99.61	174,256,468	0.39	93.09	2,537,636
To renew the directors' authority to allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in relation to Equity Convertible Notes
Resolution 22	44,589,519,764	99.56	197,673,992	0.44	93.09	2,701,312
To renew the directors' authority to allot equity securities on a non pre emptive basis in connection with Equity Convertible Notes
Resolution 23	44,182,948,748	98.65	605,279,152	1.35	93.09	1,663,160
To permit the holding of General Meetings at 14 clear days' notice
Resolution 24	44,457,784,036	99.26	329,735,500	0.74	93.09	2,338,316
To renew the authority in respect of political donations and expenditure by the Company in terms of Section 366 of the Companies Act 2006
Resolution 25	44,601,233,120	99.59	183,973,380	0.41	93.08	4,648,872
To renew the authority for

the Company to purchase its own shares on a recognised investment exchange
Resolution 26 To renew the authority to offer shares in lieu of a cash dividend on ordinary shares	44,784,514,360	99.99	3,754,716	0.01	93.09	1,600,804
Resolution 27 To direct the Board to establish a Shareholder Committee	604,988,864	1.35	44,117,313,068	98.65	92.95	67,400,036

* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.

In accordance with the UK Listing Authority's listing rules, copies of resolutions that do not constitute ordinary business at an annual general meeting will shortly be available for inspection at the National Storage Mechanism which is located at: www.Hemscott.com/nsm.do

As at 25th May 2018 (being the latest date by which shareholders who wanted to vote at the Annual General Meeting must have been entered on the company's Register of Members) the total number of voting rights in the company was 48,112,711,764.

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