Natwest Group PLC

Transaction in Own Shares • Aug 31, 2012

Transactions in Shares

1. Name of the issuer

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

1. Name of individual

Ross McEwan

1. Indicate whether the notification is in respect of a holding of the person referred to in 2 above or in respect of a non-beneficial interest

In respect of a holding of the person referred to in 2

1. Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Ordinary shares of £1.00

1. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them

Ross McEwan

• 1. State the nature of the transaction
• Conditional share award over 454,106 ordinary shares under The RBS 2010 Deferral Plan on 30 August 2012 which will be eligible to vest on 31 December 2013. The award is subject to clawback provisions prior to vesting of the shares.

• Award of a conditional right to acquire 1,050,104 ordinary shares under the RBS 2010 Long Term Incentive Plan. The date of award was 30 August 2012 and the award will vest between 7 June 2013 and 8 August 2015.

• Price per share or value of transaction

£2.14

1. Date of transaction

30 August 2012

1. Date issuer informed of transaction

30 August 2012

1. Any additional information

This notification relates to transactions in shares by Ross McEwan. Mr McEwan's appointment as CEO, UK Retail Banking is still subject to FSA approval.

1. Name of contact and telephone number for queries

Group Media Relations - +44(0)131 523 4205

Name and signature of duly authorised officer of issuer responsible for making notification

Jan Cargill, Deputy Secretary

Date of notification – 30 August 2012