Free Writing Prospectus dated May 2, 2019

(to Prospectus dated December 13, 2017 and

Preliminary Prospectus Supplement dated May 2, 2019)

$1,250,000,000 aggregate principal amount of 4.445% Fixed Rate/Floating Rate Senior Notes due 2030 (the “Senior Notes”). 

4.445% per annum accruing from and including the Settlement Date to, but excluding, May 8, 2029 (the “Optional Redemption Date”) (the “Fixed Rate Period”).

Three-month U.S. dollar LIBOR plus 1.871% per annum, accruing from the Optional Redemption Date to, but excluding the Maturity Date (the “Floating Rate Period”).

The determination of LIBOR is subject to the provisions/circumstances set forth under “Description of the Senior Notes—Interest —LIBOR Discontinuation” in the prospectus supplement. 

During the Fixed Rate Period, interest will be payable semi-annually in arrear on May 8 and November 8 of each year, commencing on November 8, 2019.

During the Floating Rate Period, interest will be payable quarterly in arrear on August 8, 2029, November 8, 2029, February 8, 2030 and the Maturity Date.

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

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

Three-month U.S. dollar LIBOR, (Reuters LIBOR01), modified following, adjusted.

The determination of LIBOR is subject to the provisions/circumstances set forth under “Description of the Senior Notes—Interest—LIBOR Discontinuation” in the prospectus supplement.

+187.1 bps 

 4.445% 

The Senior Notes are not redeemable at the option of the holders at any time.

RBSG may redeem the Senior Notes at its sole discretion, in whole but not in part on the Optional Redemption Date at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, RBSG may redeem the Senior Notes, in whole but not in part, at 100% of their principal amount together with any 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 Senior 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 Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior 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 Senior Notes, or amendment of the amount of interest due on the Senior 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 Senior Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior 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 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 (whether or not the UK is a Member State of the European Union) 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 authority” is to any authority with the ability to exercise a UK bail-in power.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

NatWest Markets Securities Inc.

UBS Securities LLC

Baa2 / BBB- / A (Moody’s / S&P / Fitch) (pos / pos / rating watch neg)