The Royal Bank of Scotland Group plc (RBSG) has today reached agreement in principle for the sale of its 99.37% holding in The Royal Bank of Scotland Limited (RBS Pakistan) to MCB Bank Limited (MCB) for a total consideration of PKR 7,200M or US$ 87M. This equates to PKR 4.2 per ordinary share. RBS Pakistan has 1,717,981,391 ordinary shares listed on the Karachi stock exchange.

The transaction is subject to necessary Regulatory approvals and is expected to complete in Q4 2009.

Commenting on the sale, Muhammad Aurangzeb, Chairman of RBS Pakistan said, "We are delighted to confirm today that we have successfully entered into a sale agreement with MCB for RBS Pakistan which comprises of Retail, Commercial, Islamic and onshore GBM and GTS businesses in Pakistan. MCB will be an excellent owner of the strong customer franchise we have established here in Pakistan. I am particularly pleased that our staff and customers will become part of one of the leading banks in Pakistan with a long standing banking history of over sixty years and of which has such clear ambitions to grow further in its home market as well as internationally."

"This marks an important day for both of our organisations and from here we can look forward with confidence to plan for the future. I would like to personally acknowledge and thank our staff here for their professionalism and commitment during this period of uncertainty, they have continued to serve our customers and have served them well."

This agreement with MCB follows the completion of the strategic review and the announcement on 26 February 2009 that RBS was to dispose of its Retail & Commercial businesses across Asia along with the decision to exit its wholesale banking businesses in Vietnam, the Philippines, Taiwan (except the Securities business) and Pakistan in an effort to refocus the Group's geographic reach across a smaller number of key markets.

Notes to Editors:

RBS Pakistan

RBS Pakistan included in the sale to MCB comprises of Retail, Commercial, Islamic and onshore GBM and GTS businesses in Pakistan.

The Retail & Commercial business in Pakistan includes over 300,000 customers, providing affluent banking, general banking, consumer financing, business banking, SME-MME banking and Islamic banking through over 75 branches spanning 24 cities and over 90 ATM's.

The Global Banking & Markets (GBM) and Global Transaction Services (GTS) business in Pakistan delivers financing, risk management and investment services to large local corporates, multinationals, financial institutions and government-related agencies.

RBS purchased the assets included in this sale from ABN AMRO in October 2007.

During the Strategic Review RBS confirmed Asia as a key market for the Group and the bulk of its GBM, GTS and international Wealth Management businesses based here, continue as core to its future plans in the region. It will operate in 11 markets across the region including, Hong Kong, Singapore, Japan, Australia, India, China, Indonesia, Malaysia, Korea, Thailand with a focus on the GBM and GTS wholesale banking operations and will retain a Securities business in Taiwan and a significant Manufacturing presence to support these banking operations. Asia remains one of the largest employment centres for the RBS Group globally.

Morgan Stanley & Co. Limited ("Morgan Stanley") is acting for RBS as its exclusive financial advisor in connection with the Transaction.

Notifications:

Morgan Stanley has been appointed as financial adviser to RBS and for no-one else in connection with the Transaction and will not be responsible to anyone other than RBS for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Transaction, the contents of this document or any other matters referred to herein.

Press contacts:

Regional:
Pholida Phengsomphone tel: +852 2966 2350.

Pakistan:
Mariam Agha, Marketing and Communication, Pakistan tel: +9221 356 347 91 or Ali Abuzer +9221 356 938 83