Natwest Group PLC

Prospectus • Jun 19, 2019

SUPPLEMENTARY PROSPECTUS DATED 17 JUNE 2019

The Royal Bank of Scotland Group plc

(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC045551)

£40,000,000,000 Euro Medium Term Note Programme

This supplement (the "5 th Supplementary Prospectus") to the Prospectus dated 14 December 2018 (as supplemented, the "Prospectus"), which comprises a base prospectus for the purpose of Directive 2003/71/EC (as amended or superseded), constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and has been prepared in connection with the £40,000,000,000 Euro Medium Term Note Programme (the "Programme") established by The Royal Bank of Scotland Group plc (the "Issuer" or "RBSG"). Terms defined in the Prospectus have the same meaning when used in this 5 th Supplementary Prospectus.

This 5 th Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein.

The Issuer accepts responsibility for the information contained in this 5 th Supplementary Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of the Supplementary Prospectus

The purpose of this 5 th Supplementary Prospectus is to incorporate by reference into the Prospectus the Alawwal Bank Merger Announcement (as defined below).

Incorporation of Information by Reference

By virtue of this 5 th Supplementary Prospectus, the announcement entitled "RBS announces the impact of the merger of Alawwal Bank and Saudi British Bank" (the "Alawwal Bank Merger Announcement"), which was published via the regulatory news service of the London Stock Exchange plc on 17 June 2019, which has been (1) previously published and (2) filed with the Financial Conduct Authority, shall be incorporated in, and form part of, the Prospectus.

A copy of any or all of the information which is incorporated by reference in the Prospectus can be obtained from the website of the Issuer at https://www.rbs.com and from the London Stock Exchange plc's website at https://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.

If a document which is incorporated by reference in the Prospectus by virtue of this 5 th Supplementary Prospectus itself incorporates any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Prospectus except where such information or other documents are specifically incorporated by reference in, or attached to, the Prospectus by virtue of this 5 th Supplementary Prospectus.

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Other Information

To the extent that there is any inconsistency between any statement in this 5 th Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in this 5 th Supplementary Prospectus will prevail.

Save as disclosed in this 5 th Supplementary Prospectus no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.

The hyperlinks included in this 5 th Supplementary Prospectus are included for information purposes only and the websites and their content are not incorporated into, and do not form part of, this 5 th Supplementary Prospectus or the Prospectus.

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