Director/PDMR Shareholding

RNS Number : 7810O

Royal Bank of Scotland Group PLC

09 November 2016

9 November 2016

The Royal Bank of Scotland Group plc

Legal Entity Identifier: 2138005O9XJIJN4JPN90

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 ordinary shares of £1 each in the Company ("Shares") (ISIN: GB00B7T77214) were delivered to the PDMRs on 8 November 2016, as set out below.

The Shares delivered represent payment of a fixed share allowance for the six month period ended 31 December 2016 and were based on a share price of £1.8746.

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
Elaine Arden	Chief HR Officer	76,684	36,042	40,642
Mark Bailie	Chief Operating Officer	213,379	100,289	113,090
Christopher Marks	Chief Executive, Corporate & Institutional Banking	213,379	100,289	113,090
Leslie Matheson	Chief Executive, Personal & Business Banking	160,035	75,217	84,818
Ross McEwan	Chief Executive	266,724	125,361	141,363
Simon McNamara	Chief Administrative Officer	173,371	81,485	91,886
Jonathan Pain	Chief Conduct & Regulatory Affairs Officer	80,018	37,609	42,409
Alison Rose	Chief Executive, Commercial & Private Banking	186,707	87,753	98,954
David Stephen	Chief Risk Officer	186,707	87,753	98,954
Ewen Stevenson	Chief Financial Officer	213,379	100,289	113,090
David Wheldon	Chief Marketing Officer	60,013	28,207	31,806

The above transactions took place outside of a trading venue. The market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.873. Shares retained after payment of associated tax liabilities are held on behalf of PDMRs in the Computershare Retained Share Nominee account and will be released in instalments over a five year period.

In February 2016, Mr McEwan confirmed that he intended to transfer half of his 2016 fixed share allowance to charity. In light of this commitment, he will transfer half of his retained shares to charity when they are released over the course of the five year period.

2. The Company announces that on 8 November 2016 Ross McEwan, Chief Executive, transferred 16,528 Shares to charity for nil consideration. The transfer is in line with the commitment Mr McEwan made in February 2015 not to benefit from his 2015 fixed share allowance. Following the transfer to charity, Mr McEwan has relinquished all legal and beneficial rights to the Shares. The transfer took place outside of a trading venue.

3. The Company also announces that it has been notified that the following PDMRs sold Shares on the dates detailed below. All transactions took place on the London Stock Exchange (XLON).

Name of PDMR	Position of PDMR	No. of Shares sold	Price of transaction	Date of transaction
Mark Bailie	Chief Operating Officer	550,000	£1.870	2016-11-04
Christopher Marks	Chief Executive, Corporate & Institutional Banking	550,000	£1.874	2016-11-04
Leslie Matheson	Chief Executive, Personal & Business Banking	240,000	£1.850	2016-11-09
David Stephen	Chief Risk Officer	100,000	£1.874	2016-11-08