Extraordinary General Meeting - 20 June 2000

20 June 2000

At an Extraordinary General Meeting of the shareholders of The Royal Bank of Scotland Group plc held at 11.00 a.m. today, resolutions were passed:

1. approving and implementing the bonus issue of Additional Value Shares

("AVS's") and amending the Articles of Association of the Company;

2. approving the adoption of The Royal Bank of Scotland Group plc Option 2000

Scheme;

3. approving the adoption of The Royal Bank of Scotland Group plc Employee

Share Option Scheme; and

4. rectifying the specified dividend payments and authorising and directing

the Company to enter into deeds of release in favour of the shareholders

and Directors.

Votes cast in favour of each resolution exceeded 99 per cent of the total votes cast. Details of the resolutions were set out in the Notice contained in the Circular Letter to Shareholders dated 23 May 2000.

When the selling facility in respect of the AVS's was closed at 11.00 a.m. on 18 June, elections had been received in respect of nearly one billion shares, which represents over one third of the AVS's.

Commenting on the wider integration process, Viscount Younger said "The integration of NatWest within the Royal Bank Group is proceeding well and we will deliver our second reports on progress when we announce our interim results on 1 August 2000."