Rule 8.3- (P&O)

Royal Bank of Scotland Group PLC
23 February 2006

                                    FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

              (Rule 8.3 of the City Code on Takeovers and Mergers)




1.     KEY INFORMATION



Name of person dealing (Note 1)

The Royal Bank of Scotland plc (a wholly-owned subsidiary of The Royal Bank of
Scotland Group plc)

Company dealt in

Peninsular and Oriental Steam Navigation Company (The)

Class of relevant security to which the dealings being disclosed relate (Note 2)

Deferred £1 shares

Date of dealing

21/2/06




2.     INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)     Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)







                                      Long                           Short




                                 Number (%)                     Number (%)

(1) Relevant securities


                               8,305,823 1.09

(2) Derivatives (other than options)



(3) Options and agreements to purchase/sell


Total                          8,305,823 1.09


        (b)     Interests and short positions in relevant securities of the
        company, other than the class dealt in (Note 3)




Class of relevant security:


                                      Long                     Short




                                    Number (%)               Number (%)

(1) Relevant securities



(2) Derivatives (other than options)



(3) Options and agreements to purchase/sell


Total





(c)     Rights to subscribe (Note 3)



Class of relevant security:               Details










3.     DEALINGS (Note 4)


(a)     Purchases and sales



Purchase/sale               Number of securities     Price per unit (Note 5)

Purchase                    5,900,000                5.1447




(b)     Derivatives transactions (other than options)



Product name,

e.g. CFD                  Long/short (Note 6)   Number of securities (Note 7)   Price per unit (Note 5)










(c)     Options transactions in respect of existing securities

(i)     Writing, selling, purchasing or varying



Product name,
e.g. call option   Writing, selling,           Number of          Exercise    Type, e.g.       Expiry     Option money
                   purchasing, varying etc.    securities to      price       American,        date       paid/received
                                                                              European etc.                per unit     
                                                                                                           (Note 5)
                                               which the option 
                                               relates (Note 7)


 





(ii)     Exercising



Product name, e.g. call option        Number of securities          Exercise price per unit (Note 5)









(d)     Other dealings (including new securities) (Note 4)



Nature of transaction (Note 8)         Details                    Price per unit (if applicable) (Note 5)









4.     OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives





Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.









Is a Supplemental Form 8 attached? (Note 9)                    NO





Date of disclosure                        23/2/06

Contact name                              Richard Hopkins

Telephone number                          020 7714 4459

If a connected EFM, name of offeree/offeror with which connected    N/A

If a connected EFM, state nature of connection (Note 10)            N/A




    Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




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