Free Writing Prospectus dated May 10, 2017

(to Prospectus dated March 31, 2015 and

Preliminary Prospectus Supplement dated May 9, 2017)

Filed pursuant to Rule 433

Registration Statement No. 333-203157

$1,500,000,000 aggregate principal amount of 3.498% Fixed Rate/Floating Rate Senior Notes due 2023 (the “Fixed Rate/ Floating Rate Notes”).

3.498% per annum accruing from and including the Settlement Date to, but excluding, the Optional Redemption Date.

During the Fixed Rate Period, interest will be payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2017.

During the Floating Rate Period, interest will be payable quarterly on August 15, 2022, November 15, 2022, February 15, 2023 and the Maturity Date.

During the Fixed Rate Period 30/360 (Following, unadjusted)

During the Floating Rate Period, Actual /360 (Modified following)

The Fixed Rate/ Floating Rate Notes are not redeemable at the option of the holders at any time.

RBSG may redeem the Fixed Rate/ Floating Rate Notes at its sole discretion, in whole but not in part on the Optional Redemption Date (as defined in the prospectus supplement) for each series at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption. In addition, RBSG may redeem the Fixed Rate/ Floating Rate Notes, in whole but not in part, at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the prospectus supplement and the accompanying prospectus. See “Description of Debt Securities—Redemption,” “Description of the Senior Notes Loss—Absorption Disqualification Event Redemption” and “Description of the Senior Notes— Tax Redemption” in the prospectus supplement.

The Fixed/Floating Rate Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the prospectus supplement under “Description of the Senior Notes—Events of Default and Defaults; Limitation of Remedies.”

Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Fixed Rate/ Floating Rate Notes, by its acquisition of Fixed Rate/ Floating Rate Notes, each holder and beneficial owner of the Fixed Rate/ Floating Rate Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Fixed Rate/ Floating Rate Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Fixed Rate/ Floating Rate Notes into ordinary shares or other securities or other obligations of RBSG or another person and/or (iii) the amendment or alteration of the maturity of the Fixed Rate/ Floating Rate Notes, or amendment of the amount of interest due on the Fixed Rate/ Floating Rate Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Fixed Rate/ Floating Rate Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Fixed Rate/ Floating Rate Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Fixed Rate/ Floating Rate Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

Credit Suisse Securities (USA) LLC

Morgan Stanley & Co. LLC 

RBS Securities Inc.

UBS Securities LLC

CIBC World Markets Corp.

Swedbank AB (publ)