EGM Supports NatWest Offer

Royal Bank of Scotland Group PLC
13 January 2000


EGM Results

Not for release, publication or distribution in or into Canada, Australia or
Japan

At an Extraordinary General Meeting of the shareholders of The Royal Bank of
Scotland Group plc held earlier today to consider the resolution which is
necessary to approve and implement the offer by The Royal Bank of Scotland
Group plc for the entire issued and to be issued ordinary share capital of
National Westminster Bank Plc, the resolution (as set out in the notice
contained in the circular to shareholders of The Royal Bank of Scotland Group
plc dated 16 December 1999) was approved.

Commenting on the outcome of the Extraordinary General Meeting, Viscount
Younger, Chairman of the Royal Bank Group said: 'We are encouraged by the
support shown by our shareholders for our Offer to acquire NatWest.  I believe
that as an organisation, we have the key ingredients for success in this
transaction.  We have the vision, we have the ambition, we can deliver the
benefits, and, of all the options on offer, our proposals present the lowest
execution risk.'

Enquiries:

The Royal Bank of Scotland
Howard Moody
TELEPHONE: [phone]

Goldman Sachs International
Andrew Chisholm
Richard Murley
Christopher Williams
Telephone: [phone]

Merrill Lynch International
Matthew Greenburgh
Paul Thompson
Telephone: [phone]

Financial Dynamics
Nick Miles
Alex Child-Villiers
Telephone: [phone]

Merrill Lynch International and Goldman Sachs International, each of which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, are acting for The Royal Bank of Scotland Group plc and no-one else
in connection with the Offer and will not be responsible to anyone other than
The Royal Bank of Scotland Group plc for providing the protections afforded to
the customers of Merrill Lynch International and Goldman Sachs International,
nor for giving advice in relation to the Offer.

The Offer is not being made in or into and is not capable of acceptance in or
from Canada, Australia or Japan.  Accordingly, copies of this document are not
being, and must not be, mailed or otherwise distributed or sent in into or
from Canada, Australia or Japan. Custodians, nominees and trustees should
observe these restrictions and should not send or distribute this document in,
into or from Canada, Australia or Japan.

The relevant clearances have not been, nor is it intended that they will be,
obtained from the securities commission or similar authority of any province
or territory of Canada and no prospectus has been, nor is it intended that one
will be, filed or registration made under any securities laws of any province
or territory of Canada, nor has a prospectus in relation to the New RBS
Ordinary Shares or the Loan Notes been lodged, nor is it intended that one
will be lodged with, or registered by the Australian Securities Commission,
nor have any steps been taken, nor is it intended that any steps will be
taken, to enable the New RBS Ordinary Shares or the Loan Notes to be offered
in compliance with applicable securities laws of Japan. Accordingly, unless an
exemption under applicable securities laws is available, or such steps are
consequently taken, neither the New RBS Ordinary Shares nor the Loan Notes may
be offered, sold, re-sold, transferred or delivered, directly or indirectly,
in, or into or from, Canada, Australia or Japan or any other jurisdiction in
which the offer of the New RBS Ordinary Shares or the Loan Notes would
constitute a violation of relevant laws or require registration thereof.