FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2003 Commission File Number: 001-10306 The Royal Bank of Scotland Group plc 42 St Andrew Square Edinburgh EH2 2YE Scotland (Address of principal executive offices) 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):__________ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):__________ 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 __________ __________ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with 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: Company Announcement The Royal Bank of Scotland Group plc Employee Share Ownership Plan The Royal Bank of Scotland Group plc announces that it has applied to the London Stock Exchange and the UK Listing Authority for a new block listing of 15,000,000 ordinary shares of 25p each in respect of the Company's Employee Share Ownership Plan. These new shares rank pari passu in all respects with the existing ordinary shares of the Company. Application has been made for the 15,000,000 new shares to be admitted to the Official List and approval of the block listing application is expected on 15 January 2003. Further copies of this announcement are available at the Company's offices at 36 St Andrew Square, Edinburgh and Waterhouse Square, 138/142 Holborn, London, EC1N 2TN and at the Company Announcements Department, The Stock Exchange. 14 January 2003 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 Legal & General Group Plc 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 Legal & General Group Plc 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them HSBC Global Custody Nominee (UK) Ltd A/c 914945 373,307 HSBC Global Custody Nominee (UK) Ltd A/c 775180 107,825 HSBC Global Custody Nominee (UK) Ltd A/c 775210 96,432 HSBC Global Custody Nominee (UK) Ltd A/c 775229 161,879 HSBC Global Custody Nominee (UK) Ltd A/c 886603 6,124,651 HSBC Global Custody Nominee (UK) Ltd A/c 775245 13,382,584 HSBC Global Custody Nominee (UK) Ltd A/c 130007 309,503 HSBC Global Custody Nominee (UK) Ltd A/c 770286 345,206 HSBC Global Custody Nominee (UK) Ltd A/c 357206 68,206,544 HSBC Global Custody Nominee (UK) Ltd A/c 866203 3,931,755 HSBC Global Custody Nominee (UK) Ltd A/c 904332 245,240 HSBC Global Custody Nominee (UK) Ltd A/c 916681 152,600 HSBC Global Custody Nominee (UK) Ltd A/c 754612 479,436 HSBC Global Custody Nominee (UK) Ltd A/c 361602 38,513 HSBC Global Custody Nominee (UK) Ltd A/c 282605 1,920,235 HSBC Global Custody Nominee (UK) Ltd A/c 360509 2,831,371 HSBC Global Custody Nominee (UK) Ltd A/c 766793 54,614 Total 98,761,695 5. Number of shares / amount of stock acquired n/a 6. Percentage of issued class n/a 7. Number of shares / amount of stock disposed n/a 8. Percentage of issued class n/a 9. Class of security Ordinary Shares 10. Date of transaction n/a 11. Date company informed 3 February 2003 12. Total holding following this notification 98,761,695 13. Total percentage holding of issued class following this notification 3.40% 14. Any additional information n/a 15. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 2002 16. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 2002 Date of notification 3 February 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. 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 authorized. Date: 5 February 2003 THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) By: /s/ H Campbell -------------------------------- Name: H Campbell Title: Head of Group Secretariat