Notice of General Meeting
The Royal Bank of Scotland Group plc (the "Group")
26 April 2013
Notice of General Meeting and Form of Proxy
Copies of the above documents are being mailed or made available to shareholders today and have been submitted to the National Storage Mechanism for inspection at: www.Hemscott.com/nsm.do The documents are available on the Group's website at www.rbs.com/gm
The Notice convenes a General Meeting for 14 May 2013 at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12 1HQ at 3.00 p.m. (or as soon thereafter as the Annual General Meeting convened for 2.00 p.m. on the same day and at the same place shall have been completed or adjourned).
In response to regulatory requirements and developments (including the recommendations of the Financial Policy Committee of the Bank of England regarding the capital resources of UK banks, published on 27 March 2013) and to allow the Group to manage its capital in the optimal way, the Group may wish to issue loss-absorbing capital instruments in the form of Equity Convertible Notes ("ECNs"). ECNs would convert into newly issued Ordinary Shares in the Company upon the occurrence of certain events (for example, the Group's capital ratios falling below a specified level), diluting existing holdings of Ordinary Shares. In order to provide the flexibility to issue ECNs if required, two resolutions will therefore be proposed at the General Meeting: one an Ordinary Resolution giving the Directors authority to allot Ordinary Shares or grant rights to subscribe for or to convert any security into Ordinary Shares up to an aggregate nominal amount of £1.5 billion and the other a Special Resolution empowering the Directors to allot equity securities on a non-pre-emptive basis up to an aggregate nominal amount of £1.5 billion, in each case in connection with the issue of ECNs.
The Directors may at their discretion resolve to give shareholders the opportunity to purchase the Ordinary Shares created on conversion or exchange of any Equity Convertible Notes, where desirable and practicable, and subject to applicable laws and regulations.
Full details on the proposal are set out in full in the Notice of General Meeting available on our website at www.rbs.com/gm
Name of contact and telephone number for queries:-
Richard O'Connor
Head of Investor Relations
+44 (0)207 672 1758
Greg Case
Debt Investor Relations
+44 (0)207 672 1759
Group Media Centre
+44 (0)131 523 4205
This information is provided by RNS
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