Natwest Group PLC - Regulatory Filings 2010

QuickLinks -- Click here to rapidly navigate through this document

COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" As filed with the Securities and Exchange Commission on December 17, 2010

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK

THE ROYAL BANK OF SCOTLAND GROUP plc

User-specified TAGGED TABLE

Scotland (State or Other Jurisdiction of Incorporation or Organization) None (I.R.S. Employer Identification No.)

end of user-specified TAGGED TABLE

RBS Gogarburn PO Box 1000 Edinburgh EH12 1HQ United Kingdom (Address of Principal Executive Offices)

The 2010 LTIP The RBS 2010 Deferral Plan (Full Title of the Plans)

Citizens Financial Group One Citizens Plaza Providence, RI 02903 (Name and Address of Agent for Service)

(401) 456-7000 (Telephone Number, Including Area Code, of Agent for Service)

Copies of Communications to:

Thomas B. Shropshire, Jr. Linklaters LLP One Silk Street London, EC2Y 8HQ, United Kingdom 011 44 20 7456 2000

COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

end of user-specified TAGGED TABLE

COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK

CALCULATION OF REGISTRATION FEE

User-specified TAGGED TABLE

Title of Securities to Be Registered	Amount to Be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Ordinary Shares of 25 pence each to be issued under the 2010 LTIP	195,675,201	$0.65	$127,188,880.65	$9,068.57
Ordinary Shares of 25 pence each to be issued under the RBS 2010 Deferral Plan	626,945,036	$0.65	$407,514,273.40	$29,055.77

end of user-specified TAGGED TABLE (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional ordinary shares of the Registrant that may become issuable under the 2010 LTIP or the RBS 2010 Deferral Plan as a result of any stock split, stock dividend or similar transaction. (2) Stated for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended. Such price has been computed based on the average of the high and low sales prices for American depositary shares of The Royal Bank of Scotland Group plc on the New York Stock Exchange on December 14, 2010.

ZEQ.=1,SEQ=1,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=141286,FOLIO='blank',FILE='DISK112:[10ZCR1.10ZCR41901]BE41901A.;13',USER='RWELLSA',CD='16-DEC-2010;09:50' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of Form S-8 will be sent or given to participating employees as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus for this Registration Statement that meets the requirements of Section 10(a) of the Securities Act.

ITEM 1. PLAN INFORMATION.

Not required to be filed with the Securities and Exchange Commission (the "SEC").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

We will provide to each participant a written statement advising them of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral notice by contacting:

Gordon Reid RBS Gogarburn PO Box 1000 Edinburgh EH12 1HQ United Kingdom 011 44 13 1626 4118

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Royal Bank of Scotland Group plc (the "Registrant") hereby incorporates by reference the following documents filed with the SEC:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ZEQ.=1,SEQ=2,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=485080,FOLIO='2',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59'

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except as hereinafter set forth, there is no provision of the Memorandum and Articles of Association of the Registrant or any contract, arrangement or statute under which any director or officer of the Registrant is insured or indemnified in any manner against any liability that he may incur in his capacity as such.

Article 159 of the Registrant's Articles of Association provides:

Section 232 of the United Kingdom Companies Act 2006 provides:

ZEQ.=2,SEQ=3,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=1009529,FOLIO='3',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59'

Section 233 of the United Kingdom Companies Act 2006 provides:

Section 234 of the United Kingdom Companies Act 2006 provides:

ZEQ.=3,SEQ=4,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=727838,FOLIO='4',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59'

Section 235 of the United Kingdom Companies Act 2006 provides:

Section 1157 of the United Kingdom Companies Act 2006 provides:

ZEQ.=4,SEQ=5,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=549687,FOLIO='5',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59'

The Registrant has agreed to indemnify the Registrant's authorized representative in the United States from and against certain directors' and officers' liabilities.

The Registrant has obtained directors' and officers' insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the Registrant for amounts that may be required or permitted by law to be paid to directors or officers of the Registrant and its consolidated subsidiaries.

In terms of section 234 of the United Kingdom Companies Act 2006, the directors of the Registrant, members of the Group Executive Management Committee and Approved Persons of the Group (as defined in the United Kingdom Financial Services and Markets Act 2000) have been granted Qualifying Third Party Indemnity Provisions by the Registrant.

In terms of section 235 of the United Kingdom Companies Act 2006, Qualifying Pension Scheme Indemnity Provisions ("QPSIP") have been issued by the Registrant to all pension trustees/directors of in-house corporate trustees of the pension schemes.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or

ZEQ.=5,SEQ=6,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=944430,FOLIO='6',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59'

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ZEQ.=6,SEQ=7,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=908568,FOLIO='7',FILE='DISK112:[10ZCR1.10ZCR41901]DE41901A.;13',USER='LFORD',CD='17-DEC-2010;03:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edinburgh, Scotland, on December 17, 2010.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

THE ROYAL BANK OF SCOTLAND GROUP PLC
By:	/s/ AILEEN TAYLOR
Name:	Aileen Taylor
Title:	Group Secretary

end of user-specified TAGGED TABLE

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Campbell and Aileen Taylor and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement or any registration statement in connection herewith, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the following capacities as of the date indicated above.

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Name	Title
/s/ PHILIP HAMPTON Philip Hampton	Chairman
/s/ STEPHEN HESTER Stephen Hester	Director and Group Chief Executive (Principal Executive Officer)
/s/ BRUCE VAN SAUN Bruce van Saun	Director and Group Finance Director (Principal Financial and Accounting Officer)
/s/ COLIN ALEXANDER MASON BUCHAN Colin Alexander Mason Buchan	Director

end of user-specified TAGGED TABLE

ZEQ.=1,SEQ=8,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=706305,FOLIO='8',FILE='DISK112:[10ZCR1.10ZCR41901]JC41901A.;13',USER='RWELLSA',CD='16-DEC-2010;09:51'

COMMAND=ADD_TABLEWIDTH,"100%"

User-specified TAGGED TABLE

Name	Title
/s/ SIR SANDY CROMBIE Sir Sandy Crombie	Director
/s/ PENNY HUGHES Penny Hughes	Director
Joseph Patrick MacHale	Director
/s/ JOHN MCFARLANE John McFarlane	Director
/s/ BRENDAN NELSON Brendan Nelson	Director
Arthur Ryan	Director
Philip Scott	Director
/s/ JOHN FAWCETT John Fawcett	Authorized U.S. Representative

end of user-specified TAGGED TABLE

ZEQ.=2,SEQ=9,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1",CHK=201089,FOLIO='9',FILE='DISK112:[10ZCR1.10ZCR41901]JC41901A.;13',USER='RWELLSA',CD='16-DEC-2010;09:51' THIS IS THE END OF A COMPOSITION COMPONENT

QuickLinks

TOC_BEGIN PART I

PART II

TOC_BEGIN SIGNATURES POWER OF ATTORNEY SEQ=,FILE='QUICKLINK',USER=RWELLSA,SEQ=,EFW="2201183",CP="ROYAL BANK OF SCOTLAND GROUP PLC",DN="1" TOCEXISTFLAG

AI assistant

Natwest Group PLC Regulatory Filings 2010

4644_rf_2010-12-17_1324cd32-f85f-4071-93ef-19707945c2b0.zip

AI assistant

Natwest Group PLC — Regulatory Filings 2010

4644_rf_2010-12-17_1324cd32-f85f-4071-93ef-19707945c2b0.zip

More from Natwest Group PLC

Natwest Group PLC Regulatory Filings 2010