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Natwest Group PLC Capital/Financing Update 2016

May 10, 2016

4644_iss_2016-05-10_0afea705-144b-403c-8aae-4da6bb320d73.pdf

Capital/Financing Update

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RBS CAPITAL TRUST C

(the "Trust")

NOTICE OF REDEMPTION

To the Holders of EUR500,000,000 Fixed/Floating Rate Non-cumulative Trust Preferred Securities (the "Trust Preferred Securities") ISIN: XS0237530497 Common Code: 023753049

IRREVOCABLE NOTICE IS HEREBY GIVEN on the date hereof (the "Redemption Notice Date") pursuant to Section 8.3 of the Amended and Restated Declaration of Trust dated December 12, 2005 of the Trust (the "Declaration of Trust") that as a result of the Partnership exercising its rights pursuant to Section 5.3.5(ii) of the Amended and Restated Limited Partnership Agreement dated December 12, 2005 of RBS Capital LP C (the "Partnership Agreement") all of the Trust Preferred Securities issued by the Trust shall be redeemed by the Trust on July 12, 2016 (the "Redemption Date") at a price equal to the principal amount of the redeemed Trust Preferred Securities plus accrued interest to the date of redemption and any Distributions payable in accordance with the terms of the Trust Preferred Securities which remain unpaid, without interest. The record date in respect of redemption of the Trust Preferred Securities is July 11, 2016. The Trust Preferred Securities will be redeemed in accordance with the applicable procedures of Euroclear and Clearstream, Luxembourg.

NOTICE IS HEREBY FURTHER GIVEN that Distributions on the redeemed Trust Preferred Securities shall cease to accrue after the Redemption Date, unless the Redemption Amount in respect of the Trust Preferred Securities is improperly withheld or refused and not paid in full on that date, in which case distributions will continue to accrue pursuant to the terms of the Declaration of Trust.

Terms used but not defined herein shall have the meaning given to them in the Declaration of Trust and the Partnership Agreement.

Dated: May 10, 2016

Neither the Trust nor the Trustee makes any representation as to the accuracy of the ISIN and Common Code numbers, which are provided for convenient reference only.

RBS CAPITAL TRUST C

  • By RBS CAPITAL LP C as Administrator
  • RBSG Capital Corporation By as General Partner

By Name Junn Cummins Title: Director

Signature Page to the Trust Preferred Securities Redemption Notice