Adjustment of Voting Rights

Royal Bank of Scotland Group PLC
08 May 2007



Company Announcement


The Royal Bank of Scotland Group plc

Adjustment of voting rights of Non-Cumulative Preference Shares to reflect 2 for
1 Bonus Issue of Ordinary Shares


8 May 2007


The Royal Bank of Scotland Group plc (the 'Company') has today issued, by way of
a Bonus Issue, two new ordinary shares of 25 pence each for every one ordinary
share held by shareholders of the Company at close of business on 4 May 2007
(the 'Bonus Issue').

The holders of the Company's non-cumulative preference shares are entitled to
vote at a general meeting of shareholders in certain limited circumstances. The
number of votes attaching to each share is, under the terms and conditions of
the shares, subject to adjustment to reflect any bonus issue of ordinary shares.
To reflect the Bonus Issue, therefore, the board of directors of the Company has
resolved that if the holders of non-cumulative preference shares are entitled to
vote at a general meeting, the number of votes which each holder has on a poll
will now be three votes per share instead of one vote per share (or, in the case
of the shares marked with an asterisk below, six votes per share instead of
two). These adjustments maintain the voting rights of each non-cumulative
preference share as a proportion of the total votes entitled to be cast at a
general meeting.

The adjustments apply to the following non-cumulative preference shares:

Category II non-cumulative dollar preference shares

          Series F*
          Series H
          Series L
          Series M
          Series N
          Series P
          Series Q
          Series R

Non-cumulative euro preferred securities

          Series 1
          Series 2

Non-cumulative convertible sterling preference shares

          Series 1

Non-cumulative convertible dollar preference shares

          Series 1.



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