Sale of Remainder of Citizens Financial Group Inc. Stake

The Offering is approximately 110 million shares of Citizens’ common stock, equivalent to 20.9% of CFG’s issued and outstanding common stock.

Following completion of the Offering, RBS will have fully divested its stake in Citizens and will therefore no longer consolidate CFG for regulatory reporting purposes. RBS expects its designee to resign from CFG’s board of directors effective upon the completion of the Offering.

Goldman, Sachs & Co., Bank of America Merrill Lynch, Citigroup and JP Morgan are acting as joint underwriters for the Offering.