Natwest Group PLC

Share Issue/Capital Change • Sep 25, 2013

---

author: "Bloch, Alexander-GCM+"
date: 2013-09-24 19:02:00+00:00
processing_status: success_python-docx_mammoth

---

Exercise of over-allotment option in relation to Direct Line Group Ordinary Shares

The Royal Bank of Scotland Group plc ("RBS")

25 September 2013

Not for publication or distribution directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Exercise of over-allotment option in relation to Direct Line Group Ordinary Shares

Further to the announcement by RBS on 20 September 2013, RBS today confirms that, in connection with its sale of ordinary shares in Direct Line Insurance Group plc ("Direct Line Group"), UBS Limited, acting as stabilisation manager, has exercised the Over-allotment Option in full in respect of 27,272,727 ordinary shares in Direct Line Group.

Following the exercise of the Over-allotment Option, RBS holds 427.4 million ordinary shares of Direct Line Group, representing 28.5% of the issued ordinary share capital.

• END -

For further information:

RBS Press Office
0131 523 4205

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

The issue and the distribution of this announcement and other information in connection with the issue in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.  There will be no public offer of securities in the United States.