$3.6 Billion Common Stock Secondary Follow-on Offering of Citizens Financial Group

March 30, 2015

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, Goldman, Sachs & Co., J.P. Morgan and Citigroup, in the secondary public offering by a wholly-owned subsidiary of The Royal Bank of Scotland Group plc of 155,250,000 shares of common stock of Citizens Financial Group, Inc. The offering (including exercise in full of the underwriters’ option to purchase additional shares) closed on March 30, 2015. The initial offering of 115,000,000 shares was upsized 17% to 135,000,000 shares at pricing, and the underwriters’ option to purchase 20,250,000 additional shares of common stock was exercised in full.

The transaction represents the second largest U.S. equity offering of 2015 and the largest financial institution follow-on offering since 2012.

Prior to the offering, RBS owned a 70.3% stake in Citizens, and, following the offering, owns a 41.9% stake. RBS received gross proceeds of approximately $3.6 billion in the offering. RBS has committed to its regulators to dispose of its remaining Citizens common stock by December 31, 2016, with an automatic 12-month extension depending on market conditions.

Citizens Financial Group is the 13th largest retail bank holding company in the United States (according to SNL Financial). Headquartered in Providence, Rhode Island, Citizens delivers a broad range of retail and commercial banking products and services to more than five million individuals, institutions and companies.