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General Meeting: 14 May 2008

25th Apr 2008 16:00

Royal Bank of Scotland Group PLC25 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOCANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA THE ROYAL BANK OF SCOTLAND GROUP PLC General Meeting: 14 May 2008 25 April 2008 Further to its announcement on 22 April 2008 of a fully underwritten rightsissue (the "Rights Issue"), RBS announces that it will hold a General Meeting on14 May 2008 to increase its authorised share capital and to give its directorsauthority to allot shares in connection with the Rights Issue. At the sameGeneral Meeting, RBS will seek approval to issue new ordinary shares instead ofthe 2008 interim dividend. The Letter to Shareholders and Notice of General Meeting dated 25 April 2008 hasbeen approved by the UK Listing Authority and will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility, situated at: Financial Services Authority25 The North Colonnade,Canary Wharf,London E14 5HS. RBS intends to publish a prospectus in connection with the Rights Issue duringthe first week in May 2008 at the latest. Contacts Andrew McLaughlinGroup Director, Economics & Corporate AffairsMobile: 07786 111689 Carolyn McAdamGroup Head of Media RelationsMobile: 07796 274968 A Prospectus relating to the Rights Issue is expected to be published and postedto Shareholders during the first week in May 2008 at the latest. TheProvisional Allotment Letters are expected to be despatched on or about 14 May2008. The Prospectus will give further details of the New Shares, the Nil PaidRights and the Fully Paid Rights to be offered pursuant to the Rights Issue. This announcement is not a Prospectus but an advertisement and investors shouldnot subscribe for any Nil Paid Rights, Fully Paid Rights or New Shares referredto in this announcement except on the basis of the information contained in theProspectus. This announcement does not constitute an offer to sell, or a solicitation of anoffer to subscribe for, the Nil Paid Rights, the Fully Paid Rights or the NewShares being issued in connection with the Rights Issue, in any jurisdiction inwhich such offer or solicitation is unlawful. These materials are not for distribution, directly or indirectly in, or intoAustralia, Canada, Japan or South Africa. These materials do not constitute orform a part of any offer or solicitation to purchase or subscribe for thesecurities mentioned herein (the "Securities") in the United States. TheSecurities mentioned herein have not been, and will not be, registered under theUnited States Securities Act of 1993 (the "Securities Act"). The Securities maynot be offered or sold in the United States absent registration or an applicableexemption from the registration requirements of the Securities Act. There willbe no public offer of the Securities in the United States. Neither the content of The Royal Bank of Scotland Group plc's website nor anywebsite accessible by hyperlinks on The Royal Bank of Scotland Group plc'swebsite is incorporated in, or forms part of, this announcement. The distribution of this announcement and/or the Prospectus and/or theProvisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully PaidRights and/or New Shares into jurisdictions other than the United Kingdom may berestricted by law. Persons into whose possession this announcement comes shouldinform themselves about and observe any such restrictions. Any failure to complywith these restrictions may constitute a violation of the securities laws of anysuch jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange

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