6-K 1 apr0402_6k.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 4 April 2002 The Royal Bank of Scotland Group plc 42 St Andrew Square Edinburgh EH2 2YE Scotland Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ---------------- -------------- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No x ------------------ ---------------- Rule 12g3-2(b) : 82 - ------------------- The following information was issued as Company announcements, in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K: THE ROYAL BANK OF SCOTLAND plc The Royal Bank of Scotland plc ("the Bank") is pleased to announce that a (pound)500 million (Junior) Subordinated Upper Tier II issue was launched today. The notes will be perpetual with a first call date of 22 March 2022. The deal has been priced at a spread of 105 basis points over the UK Treasury 8% due June 2021. The lead manager and bookrunner for the deal was The Royal Bank of Scotland, Financial Markets, with Lehman Brothers International and UBS Warburg as co-lead managers. The notes have been issued under the Bank's Euro Medium Term Note Programme, and are expected to be rated Aa2/A/AA- by Moody's, S&P and Fitch respectively. The notes will be listed on the London Stock Exchange, when issued. For further information, please contact: The Royal Bank of Scotland Group plc Fred Watt Group Finance Director 42 St. Andrew Square Edinburgh EH2 2YE Tel: 0131 556 8555 Ron Huggett Capital Raising Director Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL Tel: 020 7375 4925 Jim Kearney Senior Vice President, Debt Capital Markets 135 Bishopsgate London EC2M 3UR Tel: 020 7648 3095 7 March 2002 THE ROYAL BANK OF SCOTLAND GROUP plc RETIREMENT OF NON-EXECUTIVE DIRECTORS Two Non-executive Directors of The Royal Bank of Scotland Group plc, Murray Stuart and Cameron McLatchie will be retiring from the Board at the Annual General Meeting of the Group on 26 April 2002. Murray Stuart joined the Board in 1996 and Cameron McLatchie in 1998. Commenting on the announcement, Sir George Mathewson, Chairman of the Group, said: "Murray Stuart and Cameron McLatchie have served the Board extremely well and their contribution to the progress of the Group and to Board discussions during their service was greatly valued. We wish them well for the future." 8 March 2002 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company The Royal Bank of Scotland Group plc 2) Name of shareholder having a major interest Lehman Brothers International (Europe) 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5) Number of shares/amount of stock acquired - 6) Percentage of issued class - 7) Number of shares/amount of stock disposed - 8) Percentage of issued class - 9) Class of security Ordinary Shares of 25p each 10) Date of transaction 13 March 2002 11) Date company informed 15 March 2002 12) Total holding following this notification 87,813,377 Ordinary Shares of 25p each 13) Total percentage holding of issued class following this notification 3.07% 14) Any additional information - 15) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 18 March 2002 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company The Royal Bank of Scotland Group plc 2) Name of shareholder having a major interest Lehman Brothers International (Europe) 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5) Number of shares/amount of stock acquired - 6) Percentage of issued class - 7) Number of shares/amount of stock disposed - 8) Percentage of issued class - 9) Class of security Ordinary Shares of 25p each 10) Date of transaction 15 March 2002 11) Date company informed 18 March 2002 12) Total holding following this notification 155,381,139 Ordinary Shares of 25p each 13) Total percentage holding of issued class following this notification 5.43% 14) Any additional information - 15) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 19 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Frederick Anderson Goodwin 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Mr Frederick Anderson Goodwin 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2002 Executive Share Option Scheme Grant 7) Number of shares/amount of stock acquired 41,300 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share - 13) Date of transaction 14 March 2002 14) Date company informed 19 March 2002 15) Total holding following this notification - 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant 14 March 2002 18) Period during which or date on which exercisable 14 March 2005 to 13 March 2012 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)18.18 22) Total number of shares or debentures over which options held following this notification 435,351 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 19 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Sir George Ross Mathewson 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Sir George Ross Mathewson 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2002 Executive Share Option Scheme Grant 7) Number of shares/amount of stock acquired 19,500 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share - 13) Date of transaction 14 March 2002 14) Date company informed 19 March 2002 15) Total holding following this notification - 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant 14 March 2002 18) Period during which or date on which exercisable 14 March 2005 to 13 March 2012 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)18.18 22) Total number of shares or debentures over which options held following this notification 257,601 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 19 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Norman Cardie McLuskie 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Mr Norman Cardie McLuskie 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2002 Executive Share Option Scheme Grant 7) Number of shares/amount of stock acquired 22,100 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share - 13) Date of transaction 14 March 2002 14) Date company informed 19 March 2002 15) Total holding following this notification - 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant 14 March 2002 18) Period during which or date on which exercisable 14 March 2005 to 13 March 2012 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)18.18 22) Total number of shares or debentures over which options held following this notification 117,290 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 19 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Gordon Francis Pell 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Mr Gordon Francis Pell 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2002 Executive Share Option Scheme Grant 7) Number of shares/amount of stock acquired 27,600 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share - 13) Date of transaction 14 March 2002 14) Date company informed 19 March 2002 15) Total holding following this notification - 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant 14 March 2002 18) Period during which or date on which exercisable 14 March 2005 to 13 March 2012 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)18.18 22) Total number of shares or debentures over which options held following this notification 108,066 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 19 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Frederick Inglis Watt 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Mr Frederick Inglis Watt 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2002 Executive Share Option Scheme Grant 7) Number of shares/amount of stock acquired 22,100 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share - 13) Date of transaction 14 March 2002 14) Date company informed 19 March 2002 15) Total holding following this notification - 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant 14 March 2002 18) Period during which or date on which exercisable 14 March 2005 to 13 March 2012 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)18.18 22) Total number of shares or debentures over which options held following this notification 116,258 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 19 March 2002 Company Announcement -------------------- The Royal Bank of Scotland Group plc Profit Sharing (Share Ownership) Scheme --------------------------------------- 3,541, 307 new ordinary shares of 25p each will be allotted on 21 March 2002 as fully paid up under the Company's Profit Sharing (Share Ownership) Scheme. These new shares rank pari passu in all respects with the existing shares of the Company. Application has been made for 3,541, 307 new shares to be admitted to the Official List. Admission is expected to be effective on 22 March 2002. Further copies of this announcement are available at the Company's Offices at 36 St Andrew Square, Edinburgh, EH2 2YB and Waterhouse Square, 138-142 Holborn, London, EC12 2TN and at the Company Announcements Department, The Stock Exchange. 21 March 2002 END SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company The Royal Bank of Scotland Group plc 2) Name of shareholder having a major interest Lehman Brothers International (Europe) 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5) Number of shares/amount of stock acquired - 6) Percentage of issued class - 7) Number of shares/amount of stock disposed - 8) Percentage of issued class - 9) Class of security Ordinary Shares of 25p each 10) Date of transaction 19 March 2002 11) Date company informed 22 March 2002 12) Total holding following this notification 103,264,779 Ordinary Shares of 25p each 13) Total percentage holding of issued class following this notification 3.60% 14) Any additional information - 15) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 22 March 2002 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company The Royal Bank of Scotland Group plc 2) Name of shareholder having a major interest Lehman Brothers International (Europe) 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5) Number of shares/amount of stock acquired - 6) Percentage of issued class - 7) Number of shares/amount of stock disposed - 8) Percentage of issued class - 9) Class of security Ordinary Shares of 25p each 10) Date of transaction 20 March 2002 11) Date company informed 25 March 2002 12) Total holding following this notification - 13) Total percentage holding of issued class following this notification Less than 3% 14) Any additional information - 15) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 25 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Sir George Ross Mathewson 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland TSSG Account 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7) Number of shares/amount of stock acquired 432 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share (pound)18.49 13) Date of transaction 21 March 2002 14) Date company informed 25 March 2002 15) Total holding following this notification 247,507 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant - 18) Period during which or date on which exercisable - 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise - 22) Total number of shares or debentures over which options held following this notification - 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 25 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Frederick Inglis Watt 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland TSSG Account 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7) Number of shares/amount of stock acquired 432 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share (pound)18.49 13) Date of transaction 21 March 2002 14) Date company informed 25 March 2002 15) Total holding following this notification 432 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant - 18) Period during which or date on which exercisable - 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise - 22) Total number of shares or debentures over which options held following this notification - 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 25 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Norman Cardie McLuskie 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland TSSG Account 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7) Number of shares/amount of stock acquired 432 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share (pound)18.49 13) Date of transaction 21 March 2002 14) Date company informed 25 March 2002 15) Total holding following this notification 145,722 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant - 18) Period during which or date on which exercisable - 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise - 22) Total number of shares or debentures over which options held following this notification - 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 25 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Iain Samuel Robertson 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland TSSG Account 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7) Number of shares/amount of stock acquired 432 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share (pound)18.49 13) Date of transaction 21 March 2002 14) Date company informed 25 March 2002 15) Total holding following this notification 118,209 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant - 18) Period during which or date on which exercisable - 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise - 22) Total number of shares or debentures over which options held following this notification - 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 25 March 2002 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company The Royal Bank of Scotland Group plc 2) Name of director Mr Gordon Francis Pell 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non- beneficial interest Self 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland TSSG Account 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) Self 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7) Number of shares/amount of stock acquired 432 8) Percentage of issued class - 9) Number of shares/amount of stock disposed - 10) Percentage of issued class - 11) Class of security Ordinary Shares of 25p each 12) Price per share (pound)18.49 13) Date of transaction 21 March 2002 14) Date company informed 25 March 2002 15) Total holding following this notification 432 16) Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes 17) Date of grant - 18) Period during which or date on which exercisable - 19) Total amount paid (if any) for grant of the option - 20) Description of shares or debentures involved: class, number Ordinary Shares of 25p each 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise - 22) Total number of shares or debentures over which options held following this notification - 23) Any additional information - 24) Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 25) Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat Date of Notification 25 March 2002 SCHEDULE 5 BLOCKLISTING SIX MONTHLY RETURN 1. Name of company The Royal Bank of Scotland Group plc 2. Name of scheme RBSG Sharesave Scheme 3. Period of return: From 1 October 2001 to 31 March 2002 4. Number and class of shares(s) (amount of stock/debt security) not issued under scheme 20,474,081 5. Number of shares issued/allotted under scheme during period 232,562 6. Balance under scheme not yet issued/allotted at end of period 20,241,519 7. Number and class of share(s) (amount of stock/debt securities) originally listed and the date of admission 15,000,000 Ordinary Shares of 25p each - Block Listing granted 13 January 1999 20,000,000 Ordinary Shares of 25p each - Block Listing granted 24 May 2001 Please confirm total number of shares in issue at the end of the period in order for us to update our records 2,864,245,840 Contact for queries: Address: The Royal Bank of Scotland plc 42 St Andrew Square Name: Jan Cargill Edinburgh EH2 2YE Telephone: 0131 523 4017 SCHEDULE 5 BLOCKLISTING SIX MONTHLY RETURN 1. Name of company The Royal Bank of Scotland Group plc 2. Name of scheme RBSG Executive Share Option Scheme 3. Period of return: From 1 October 2001 to 31 March 2002 4. Number and class of shares(s) (amount of stock/debt security) not issued under scheme 7,166,218 5. Number of shares issued/allotted under scheme during period 539,010 6. Balance under scheme not yet issued/allotted at end of period 6,627,208 7. Number and class of share(s) (amount of stock/debt securities) originally listed and the date of admission 5,000,000 Ordinary Shares of 25p each - Block Listing granted 13 January 1999 5,000,000 Ordinary Shares of 25p each - Block Listing granted 24 May 2001 Please confirm total number of shares in issue at the end of the period in order for us to update our records 2,864,245,840 Contact for queries: Address: The Royal Bank of Scotland plc 42 St Andrew Square Name: Jan Cargill Edinburgh EH2 2YE Telephone: 0131 523 4017 SCHEDULE 5 BLOCKLISTING SIX MONTHLY RETURN 1. Name of company The Royal Bank of Scotland Group plc 2. Name of scheme NatWest Sharesave Scheme 3. Period of return: From 1 October 2001 to 31 March 2002 4. Number and class of shares(s) (amount of stock/debt security) not issued under scheme 27,740,864 5. Number of shares issued/allotted under scheme during period 7,192,628 6. Balance under scheme not yet issued/allotted at end of period 20,548,236 7. Number and class of share(s) (amount of stock/debt securities) originally listed and the date of admission 20,000,000 Ordinary Shares of 25p each - Block Listing granted 4 May 2000 23,000,000 Ordinary Shares of 25p each - Block Listing granted 24 May 2001 Please confirm total number of shares in issue at the end of the period in order for us to update our records 2,864,245,840 Contact for queries: Address: The Royal Bank of Scotland plc 42 St Andrew Square Name: Jan Cargill Edinburgh EH2 2YE Telephone: 0131 523 4017 SCHEDULE 5 BLOCKLISTING SIX MONTHLY RETURN 1. Name of company The Royal Bank of Scotland Group plc 2. Name of scheme NatWest Executive Share Option Scheme 3. Period of return: From 1 October 2001 to 31 March 2002 4. Number and class of shares(s) (amount of stock/debt security) not issued under scheme 5,386,218 5. Number of shares issued/allotted under scheme during period 734,130 6. Balance under scheme not yet issued/allotted at end of period 4,652,088 7. Number and class of share(s) (amount of stock/debt securities) originally listed and the date of admission 8,200,000 Ordinary Shares of 25p each - Block Listing granted 4 May 2000 5,000,000 Ordinary Shares of 25p each - Block Listing granted 24 May 2001 Please confirm total number of shares in issue at the end of the period in order for us to update our records 2,864,245,840 Contact for queries: Address: The Royal Bank of Scotland plc 42 St Andrew Square Name: Jan Cargill Edinburgh EH2 2YE Telephone: 0131 523 4017 SCHEDULE 5 BLOCKLISTING SIX MONTHLY RETURN 1. Name of company The Royal Bank of Scotland Group plc 2. Name of scheme Option 2000 Scheme 3. Period of return: From 1 October 2001 to 31 March 2002 4. Number and class of shares(s) (amount of stock/debt security) not issued under scheme 13,999,400 5. Number of shares issued/allotted under scheme during period 1,500 6. Balance under scheme not yet issued/allotted at end of period 13,997,900 7. Number and class of share(s) (amount of stock/debt securities) originally listed and the date of admission 14,000,000 Ordinary Shares of 25p each - Block Listing granted 22 December 2000 Please confirm total number of shares in issue at the end of the period in order for us to update our records 2,864,245,840 Contact for queries: Address: The Royal Bank of Scotland plc 42 St Andrew Square Name: Jan Cargill Edinburgh EH2 2YE Telephone: 0131 523 4017 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. 4 April 2002 THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) By: /s/ H Campbell Name: H Campbell Title: Head of Group Secretariat