Initial Purchasers in $250 Million Preferred Stock Offering of Citizens Financial Group

April 6, 2015

Cleary Gottlieb represented the initial purchasers, Morgan Stanley, RBS Securities, J.P. Morgan and Goldman Sachs, in the offering of 250,000 shares of 5.500% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock (liquidation preference $1,000 per share) of Citizens Financial Group. The offering priced on March 31, 2015 and closed on April 6, 2015. The shares were offered in the United States under Rule 144A and outside the United States under Regulation S.

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.