Placement of Shares in BSCH

Royal Bank of Scotland Group PLC
18 August 2005

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
THE UNITED STATES

FOR IMMEDIATE RELEASE

Statement by The Royal Bank of Scotland Group plc ('RBS') regarding the placing
of ordinary shares in Banco Santander Central Hispano, S.A. ('Santander') by RBS

RBS announces that Merrill Lynch International has been instructed to place, on
its behalf, up to 135,142,302 shares of €0.50 each in Santander with
institutional investors. The shares being placed represent up to approximately
2.2 per cent. of the issued share capital of Santander, and after the placing
RBS will no longer have a holding in Santander. A further announcement will be
made in due course on completion of the placing.

Enquiries:

RBS:

Richard O'Connor     [phone]

Merrill Lynch:

Oliver Greaves       [phone]


The information herein is restricted and not for publication or release in or
into Australia, Canada or Japan, South Africa or the United States

This announcement is for information only and does not constitute an offer or
invitation to acquire or dispose of any securities, in the United States or in
any other jurisdiction. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the
'Securities Act') and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption from
registration. No public offering of the securities will be made in the United
States, the United Kingdom or elsewhere.

Merrill Lynch International is acting for RBS in connection with the placing and
no one else and will not be responsible to anyone other than the RBS for
providing the protections offered to its clients nor for providing advice in
relation to the above transaction. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Merrill Lynch International or by any of its
affiliates or agents as to or in relation to the accuracy or completeness of
this release, or any other written or oral information made available to or
publicly available to any interested party or its advisers and any liability
therefor is hereby expressly disclaimed.

Any investment decision to buy securities in the placing must be made solely on
the basis of publicly available information, which has not been independently
verified by the RBS or Merrill Lynch International.

The distribution of this announcement and the offering or sale of the securities
in certain jurisdictions may be restricted by law. No action has been taken by
the RBS or Merrill Lynch International or any of their respective affiliates
that would permit an offering of the securities or possession or distribution of
this announcement or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the RBS
and Merrill Lynch International to inform themselves about and to observe any
such restrictions.

Merrill Lynch International is authorised and regulated by the UK Financial
Services Authority.



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