Natwest Group PLC

Remuneration Information • Mar 11, 2019

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RNS Number : 4937S

Royal Bank of Scotland Group PLC

11 March 2019

11 March 2019

The Royal Bank of Scotland Group plc

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014

1.  The Royal Bank of Scotland Group plc (the Company) announces that conditional deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) vested on 7 March 2019 to the PDMRs set out below. The conditional deferred awards were granted under the RBS 2014 Employee Share Plan (the Plan) between March 2016 and March 2018. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

Name of PDMR	Position of PDMR	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of vested Shares retained
Vanessa Bailey	Chief Risk Officer, NatWest Holdings	45,915	21,581	24,334
Helen Cook	Chief HR Officer	26,486	12,450	14,036
Andrew McLaughlin1	CEO, RBS International	87,920	Nil	87,920
Katie Murray	Chief Financial Officer	45,655	21,459	24,196
1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.

The above transactions took place outside of a trading venue.  The market price used to meet associated tax liabilities was £2.605. Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months.

2.    The Company announces that conditional deferred awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below:- 

Name of PDMR	Position of PDMR	Maximum no. of Shares eligible to vest
Bruce Fletcher	Chief Risk Officer, RBS Group	273,038
Andrew McLaughlin	CEO, RBS International	189,610
Katie Murray	Chief Financial Officer	272,613

The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Awards will be eligible to vest between years 2019 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period, for relevant PDMRs. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period. 

3.    The Company announces that conditional long term incentive awards over Shares vested on 7 March 2019 to the PDMRs set out below.  The conditional long term incentive awards were granted under the Plan in March 2015 (or as otherwise stated).  The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

Name of PDMR	Position of PDMR	No. of Shares vested	No. of Shares withheld to satisfy associated tax liability	No. of Shares retained
Vanessa Bailey	Chief Risk Officer, NatWest Holdings	18,075	8,496	9,579
Helen Cook	Chief HR Officer	9,002	4,231	4,771
Bruce Fletcher2	Chief Risk Officer, RBS Group	132,705	62,466	70,239
Les Matheson	CEO, Personal Banking	91,169	43,762	47,407
Ross McEwan	Chief Executive	185,549	87,209	98,340
Andrew McLaughlin3	CEO, RBS International	26,859	986	25,873
Simon McNamara	Chief Administrative Officer	102,109	49,013	53,096
Alison Rose	CEO, Commercial & Private Banking	98,463	46,278	52,185
2 The PDMR's awards were granted on 7 November 2018 to replace awards which the PDMR had forfeited on leaving HSBC and were announced on 9 November 2018.
3 The PDMR became Jersey tax resident shortly after the date of the award.  Accordingly only a very small amount of the award is subject to UK tax withholding by the employer.  The remainder of the award is subject to Jersey income tax which will be paid by the PDMR directly to the Jersey tax authority.

With the exception of Mr Fletcher's awards:

·     the above transactions took place outside of a trading venue;  

·     the market price used to meet associated tax liabilities was £2.605; and 

·     Shares retained after payment of associated tax liabilities are subject to a six month retention period from vesting.

For Mr Fletcher's awards:

·     the vesting took place on the London Stock Exchange (XLON);

·     a market price of £2.620 was used to meet associated tax liabilities; and 

·     vested Shares, after payment of associated tax liabilities, will be subject to retention periods of between six and thirty months, in line with the original terms of his forfeited HSBC awards.

4.    The Company announces that conditional long term incentive awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below.  The awards were subject to a pre-grant performance assessment and a further performance assessment will take place at the end of three years. Subject to this pre-vest assessment, awards will be eligible to vest between years 2022 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period. 

Name of PDMR	Position of PDMR	Maximum no. of Shares eligible to vest
Vanessa Bailey	Chief Risk Officer, NatWest Holdings	284,415
Mark Bailie	CEO, Bó	511,946
Helen Cook	Chief HR Officer	312,856
Chris Marks	CEO, NatWest Markets	568,829
Les Matheson	CEO, Personal Banking	417,141
Ross McEwan	Chief Executive	625,712
Simon McNamara	Chief Administrative Officer	417,141
Alison Rose	CEO, Commercial & Private Banking	568,829
David Wheldon	Chief Marketing Officer	246,493

The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.

Legal Entity Identifier: 2138005O9XJIJN4JPN90

For further information contact:-

RBSG Investor Relations

Alexander Holcroft

Head of Investor Relations

+44(0)20 7672 1758

RBSG Media Relations 

+44(0)131 523 4205

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