Natwest Group PLC

Remuneration Information • Mar 10, 2020

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RNS Number : 6731F

Royal Bank of Scotland Group PLC

10 March 2020

10 March 2020

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 long term incentive (LTI) or deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214), have been granted on 9 March 2020 under the RBS 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-

Name of PDMR	Award	Position of PDMR	Maximum no. of Shares eligible to vest
Vanessa Bailey	LTI	Chief Risk Officer, NatWest Holdings	411,451
Robert Begbie	Deferred	Interim CEO, NatWest Markets	258,626
Helen Cook	LTI	Chief HR Officer	529,008
Peter Flavel	Deferred	CEO, Private Banking	288,016
Bruce Fletcher	LTI	Chief Risk Officer, RBS Group	499,618
Andrew McLaughlin	LTI	CEO, RBS International	446,718
Simon McNamara	LTI	Chief Administrative Officer	587,786
Les Matheson	LTI	CEO, Personal Banking	587,786
Katie Murray	LTI	Chief Financial Officer	646,565
Alison Rose	LTI	Chief Executive Officer	881,679
John-Paul Thwaite	Deferred	CEO, Commercial Banking	199,848

The market price per Share used on the grant of the above awards was £1.701. The above transactions took place outside of a trading venue. 

LTI 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, LTI awards will be eligible to vest between the years 2023 and 2027.  Deferred awards will be eligible to vest between the years 2020 and 2027.

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, for relevant PDMRs, if events are under investigation at the end of the seven year period. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period. 

2.  The Company announces that conditional LTI and deferred awards, including buy-outs, over Shares vested on 9 March 2020 to the PDMRs set out below. The awards were granted under the Plan between March 2015 and March 2019. 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	Award	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	LTI	36,318	17,071	19,247
Deferred	12,693	5,966	6,727
Robert Begbie	Interim CEO, NatWest Markets	LTI	23,922	11,484	12,438
Deferred	64,200	30,818	33,382
Helen Cook	Chief HR Officer	LTI	19,368	9,104	10,264
Deferred	9,320	4,381	4,939
Peter Flavel	CEO, Private Banking	LTI	29,824	14,018	15,806
Deferred	41,278	19,402	21,876
Bruce Fletcher	Chief Risk Officer, RBS Group	Buy-out	68,033	31,976	36,057
Andrew McLaughlin1	CEO, RBS International	LTI	44,855	-	44,855
Deferred	80,466	-	80,466
Simon McNamara	Chief Administrative Officer	LTI	352,008	168,965	183,043
Les Matheson	CEO, Personal Banking	LTI	336,483	161,513	174,970
Katie Murray	Chief Financial Officer	LTI	9,143	4,298	4,845
Deferred	61,307	28,816	32,491
Alison Rose	Chief Executive Officer	LTI	422,920	198,774	224,146
John-Paul Thwaite	CEO, Commercial Banking	LTI	8,865	4,167	4,698
Deferred	47,799	22,467	25,332
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 market price used to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue. 

Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months. For Mr Fletcher's awards, 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.

3.   The Company announces that Shares were delivered to PDMRs on 9 March 2020, as set out below.  The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2020 and have been calculated using a share price of £1.701.

The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-

Name of PDMR	Position of PDMR	No. of Shares delivered	No. of Shares withheld to satisfy associated tax liability	No. of Shares retained
Vanessa Bailey	Chief Risk Officer, NatWest Holdings	36,737	17,267	19,470
Helen Cook	Chief HR Officer	18,001	8,461	9,540
Peter Flavel	Chief Executive Officer, Private Banking	33,084	15,550	17,534
Bruce Fletcher	Chief Risk Officer	44,084	20,720	23,364
Andrew McLaughlin1	CEO, RBS International	22,042	-	22,042
Simon McNamara	Chief Administrative Officer	47,758	22,924	24,834
Les Matheson	CEO, Personal Banking	44,084	21,161	22,923
John-Paul Thwaite	CEO, Commercial Banking	33,063	15,540	17,523
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 market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.409.  The above transactions took place outside of a trading venue.  Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.

4.   The Company announces that the PDMR set out below has purchased Shares on the date and at the price indicated:-

Name of PDMR	Position of PDMR	No. of Shares purchased	Purchase price	Date of transaction
Patrick Flynn	Non-executive director	20,000	£1.476	10 March 2020

The transaction took place on the London Stock Exchange (XLON).

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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